General delivery and payment conditions Scania Nederland B.V. 2017.01
Article 1 Introduction
§ 1. These general terms and conditions apply to all offers, legal relationships and agreements whereby Scania Nederland B.V. (hereinafter “Scania”) supplies goods and/or services of whatever nature to the customer (being its contractual counterparty).
§ 2. Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed in writing. If stipulations agreed in writing deviate from these general terms and conditions, the agreed stipulations will prevail, but the other stipulations of these general terms and conditions will remain in full force and effect.
§ 3. The applicability of the customer's general terms and conditions is expressly rejected, subject to a declaration of applicability of these general terms and conditions.
Article 2 Conclusion of the agreement
§ 1. All offers and other oral and/or written statements by Scania are without obligation, unless Scania expressly states otherwise in writing.
§ 2. Statements made by Scania in images, drawings, catalogues, brochures, circulars, advertisements, illustrations, price lists or in other documents regarding quantity, packaging, dimensions, capacity, loading capacity, consumption, weight, colour, content, composition, price etc. (all in the broadest sense of the word) are deemed to have been provided by way of approximation only and are not binding on Scania.
§ 3. An agreement with Scania is concluded by offer and acceptance, preferably in writing.
Any order originating from the customer irrevocably binds the latter.
§ 4. If the customer wishes to cancel the order placed for whatever reason, this can only be done with the express written consent of Scania, and with compensation for the damage suffered and yet to be suffered by Scania as a result, as well as costs already incurred, the latter are estimated at 20% of the purchase price including tax and costs. Scania also reserves the right to claim any higher damage if the damage exceeds the amount equal to the aforementioned lump sum.
§ 5. If the customer wishes to change the order placed for whatever reason, this can only be done with Scania's express written consent, and subject to acceptance of the change in price and delivery time that may result.
Article 3 Price
§ 1. All prices are exclusive of turnover tax (VAT) and other levies imposed by the government, as well as exclusive of any transport and packaging costs. The customer acknowledges that the aforementioned taxes and costs are at his expense and may be charged by Scania.
§ 2. If and to the extent that the price would state “tax included” or “customs duty included”, Scania reserves the right to charge any higher tax and/or customs duties to the customer at the time of delivery.
§ 3. The prices charged by Scania are calculated on the basis of the exchange rate of the currencies of the suppliers' countries on the day the contract is concluded. If the exchange rate changes negatively for Scania in the period between the conclusion of the agreement and the delivery of the goods or the provision of the services to the customer, Scania has the right to recalculate the price.
§ 4. The customer is obliged to reimburse any additional cost resulting from a change to the original order, regardless of whether this is desired by the customer.
Article 4 Delivery
§ 1. An agreed delivery time or execution period is never a strict deadline. If the specified delivery time or execution period is exceeded by more than three months, the customer must first give Scania notice of default in writing, whereby Scania must be given a reasonable period of at least 15 days in which to comply. If this extended term or another deadline is exceeded, the customer is only authorized to dissolve the agreement insofar as no goods have yet been delivered or services have been performed. However, Scania is never liable for direct damage or indirect damage as a result of delays.
§ 2. The customer is obliged to take delivery of the goods and/or services within 5 working days after Scania has informed the customer that they are available. If the customer refuses to take delivery, is negligent in doing so or is negligent in providing information or instructions necessary for the delivery of goods and/or for the provision of services, Scania is entitled to take all measures in this regard at the expense and risk of the customer ( such as third-party storage), which Scania deem desirable, without prejudice to its other rights. Any damage that arises for Scania in this case can be recovered from the customer, in which case at least a fixed amount of EUR 250 is owed in this respect.
§ 3. The risk of loss, theft or damage to goods that are the subject of the agreement transfers to the customer at the moment when they are placed in the actual possession of the customer or an auxiliary person of the customer as well as from the sixth working day after the notification as referred to in Article 4 § 2 if the customer has not taken delivery of the goods within the aforementioned 5 working days. If a carrier is used for the delivery, whether or not at the request or instruction of the customer, the risk of loss, theft and damage to the item will already pass to the customer at the time of delivery of the goods. matter to the carrier.
§ 4. The customer must inspect the delivered item upon delivery. Visible defects or omissions must be reported to Scania in writing immediately but no later than 24 hours after delivery, preferably on the order form, failing which the customer is deemed to have accepted the goods without reservation.
§ 5. The customer accepts in advance any changes made to or in the goods by the manufacturer and/or Scania to improve their proper functioning.
Article 6 Force majeure
§ 1. The customer cannot claim performance from Scania and Scania is not liable for any damage if non-performance, late performance or defective performance is the result of an external cause that cannot be attributed to Scania (force majeure). Force majeure on the part of Scania is in any case but not limited to all circumstances as a result of which compliance with the agreement can no longer reasonably be expected from Scania and, furthermore, any circumstance that Scania could not reasonably have foreseen and over which Scania has no influence. can exercise, including but not limited to: decisions and measures of any government; the lack of required permits or other formalities from governments of any kind; seizure; labor disputes; lack of staff due to illness or otherwise; lack of or delay in transportation; fire; theft; loss of possession or destruction or damage to company assets or data; the complete or partial lack of necessities such as gas, water, electricity and communication lines; strikes at Scania or its suppliers; lack of raw materials, materials and other items or services required for the achievement of the agreed performance, as well as price increases of more than 3% of these raw materials, materials and other items or services required for the achievement of the agreed performance; unforeseeable stagnation at suppliers or other third parties on which Scania depends and general transport problems; circumstances that make it more difficult for Scania to comply with the delivery obligation, including but not limited to failure to meet the quality requirements set by Scania for products to be supplied by third parties and the resulting consequences.
§ 2. Scania also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Scania should have fulfilled its obligation.
§ 3. During the period in which force majeure prevents full or partial performance, Scania's delivery and other obligations are suspended. If the period in which fulfillment of the obligations by Scania is not possible due to force majeure lasts longer than 5 months, both parties are entitled to dissolve the agreement, without there being any obligation to pay compensation in that case.
§ 4. If Scania has already partially fulfilled its obligations or can partially fulfill its obligations when the force majeure occurs, it is entitled to reject the part already delivered or performed or the part to be delivered or to be performed. to invoice separately and the customer is obliged to pay this invoice as if it concerned a separate contract.
Article 7 Payment
§ 1. Any delivery or form of work must be paid in cash on delivery or completion, unless payment by transfer to the bank account has been agreed. In the latter case, payment must be made within 30 days of the invoice date to a bank account to be designated by Scania. The customer is in default by the mere expiry of the payment term. The other party owes interest of 10% per year on the amount due and payable from the due date until the day of full payment.
§ 2. Scania has the right at all times to demand full or partial advance payment from the customer, to send goods on COD or to demand that the customer provides security to the satisfaction of Scania for the fulfillment of its obligations. Customer hereby grants Scania express and irrevocable authorization to establish this security on behalf of Customer for its own benefit.
§ 3. Scania reserves the right to postpone the delivery of the goods or the provision of the services until full payment has been received.
§ 4. A complaint about or a delay in the performance of the agreement by Scania and/or the invoice does not entitle the customer to suspend payment.
§ 5. Complaints about invoices must be submitted in writing to Scania within 14 days of the invoice date, failing which the customer is deemed to have accepted the invoice as correct.
§ 6. If the customer wishes to make use of external financing for payment, he shall complete all the necessary formalities for this himself. A statement “payment by/subject to financing” or any other equivalent statement in a quotation, an offer, an order form or an agreement is for information only and does not imply that the agreement has been concluded under the suspensive condition of the granting of this financing to the customer. Furthermore, the customer does not derive any right to termination of the agreement in the event of a refusal of financing.
§ 7. If the customer is in default or in default with the fulfillment of one or more of its obligations, all reasonable costs incurred in obtaining payment out of court are for the account of the customer. The customer will owe Scania at least 15% of the amount due, with a minimum of EUR 175 (excluding VAT). If Scania demonstrates that it has reasonably incurred higher costs, these will also be eligible for reimbursement.
§ 8. The customer is obliged to reimburse all costs reasonably incurred by Scania in connection with legal proceedings in which the customer has been fully or largely unsuccessful. These costs will in any case include the costs of external experts, bailiffs and lawyers, also insofar as these costs exceed the amount allocated by the court in this regard.
§ 9. All Scania's claims become immediately due and payable when the customer's bankruptcy is filed, this suspension of payments is filed, liquidation, death and furthermore under all circumstances in which the recovery of Scania's claim could be jeopardized. In such cases, Scania has the right to stop all deliveries or activities and to retrieve or remove delivered assets, goods and parts without judicial intervention.
§ 10. The customer waives any right to set-off, discount, suspension and/or set-off.
§11. Payments are first deducted from the costs, then from the (fixed) compensation, then from accrued interest and then from the principal sum.
Article 8 Retention of title
§ 1. Scania retains title to the goods delivered and to be delivered to the customer until full payment has been received. Scania also retains title to those items until any claim for compensation due to the customer's failure to comply with the agreements referred to in the first sentence has been settled.
§ 2. As long as the ownership of the delivered goods has not passed to the customer, the latter may not pledge, sell or actually deliver the goods (whether or not in the context of normal business operations) or grant a third party any other right thereto. This clause is intended to have effect under property law. Notwithstanding the aforementioned retention of title, the risks are transferred to the customer at the time of delivery.
§ 3. The customer is obliged to store the goods delivered subject to retention of title carefully and as recognizable property of Scania. It is also obliged to insure these items against fire and water damage and theft. Upon first request, the customer will provide Scania with all information necessary to assess whether the customer has complied with these obligations. Scania is if it suspects or if it is established that the customer has not fulfilled these obligations. Entitled to insure these items against fire, water damage and theft; all at the expense of the customer.
§ 4. If the customer fails to fulfill its payment obligation towards Scania, or if Scania has good reason to fear that it will fail to fulfill that obligation, Scania is entitled to take back the goods delivered subject to retention of title. If the goods delivered by Scania have already been installed in an item belonging to the customer, the customer shall, at Scania's first request, disassemble the sold items and make them available to Scania, without prejudice to Scania's right to carry out such disassembly itself. . The costs for this disassembly are for the account of the customer.
§ 5. The customer is obliged to cooperate fully with the repossession, on pain of a fine of 10% per day of the amount owed by it, with a minimum of EURO 175 per day.
Article 9 Liability
§ 1. If Scania fails (attributably) with regard to the delivery of products and Scania is obliged to grant a guarantee, it shall never be obliged to do more than what Scania undertakes pursuant to the guarantee conditions.
§ 2. If Scania (attributably) fails to perform services/work, it is never obliged to do more than perform repair work free of charge. If Scania provides advice free of charge, it will never be liable for damage resulting from inaccuracies in this advice.
§ 3. The customer fully indemnifies Scania against all claims related to goods delivered to the customer or work performed for him, which third parties may assert against Scania for whatever reason.
§ 4. Scania is never liable for indirect and consequential damage such as, but not limited to, loss suffered, lost profit and/or stagnation damage.
§ 5. With due observance of the provisions of these terms and conditions, regardless of the basis and in all cases, Scania's liability is primarily limited to what is paid out by its liability insurer in this regard and, alternatively, if the insurer does not pay out, limited to an amount of € 11,350 per event.
§ 6. If Scania does not invoke any liability limitation clauses, this shall be expressly made in writing, without obligation and only in that specific case and without any acknowledgment
§ 7. The limitations of Scania's liability included in these terms and conditions do not apply unless the damage is the result of intent or gross negligence on the part of Scania or its management.
§ 8. Any claim against Scania lapses after 1 year and expires after 2 years, calculated from the moment the claim arose.
Article 10 Miscellaneous
§ 1. If any provision of these general terms and conditions is void or nullified, the other provisions of these general terms and conditions will remain in full force and effect. The parties undertake to replace any void, invalid or unenforceable stipulation with a valid and enforceable stipulation that corresponds as closely as possible with the intention of the parties.
§ 2. Scania will never waive these rights if Scania does not invoke its rights.
§ 3. All personal data are used exclusively by Scania and/or its group companies and are never given to third parties, except when necessary for payment transactions and delivery of the order. Scania and its group companies respect the customer's privacy and ensure that the customer's personal information is treated confidentially. The customer hereby consents to the use of its data to inform the customer about product and service offers from Scania, as well as for research, service and development purposes and to continue to develop, improve and offer products from Scania and its group companies , all in the broadest sense of the word.
Article 11 Applicable law and competent court
§ 1. Any legal relationship between Scania and the customer is exclusively governed by Dutch law. Applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded
§ 2. If a dispute arises between the parties about the implementation of any agreement governed by these general terms and conditions, about (the applicability of) these general terms and conditions, or about any other legal relationship existing between them, they will try to reach an agreement in mutual consultation. If the parties cannot reach an agreement for whatever reason, the dispute will be settled by the competent court in Breda, without prejudice to Scania's right to bring the dispute before the court that would have jurisdiction without this clause.
General terms and conditions for the use of data version 2020.02
The following terms and conditions apply to subscriptions for Scania Services that use data via Scania Interfaces.
1.1 “Agreement” means the applicable agreement for a subscription to Services entered into between Scania and the Customer, including these Terms and Conditions and any annexes thereto.
1.2 “Controller” and “Joint Controllers” mean the person(s) who determine(s) the purposes and means of the processing of personal data, as further defined in Art. 4(7) and art. 26 GDPR.
1.3 “Customer” means a natural or legal person who has a Subscription to Services.
1.4 “Customer Data” means all data relating to the Customer itself in its capacity as recipient of Services as well as to Personal Data and Company Data, with the exception of data that Scania itself has created or generated for the purpose of formalizing the Agreement with the Customer.
1.5 “Data Subject(s)” means the Customer itself, provided the Customer is a natural person, as well as other identified or identifiable natural persons for whom the Customer is responsible or who have an involvement on the Customer's side in relation to the Services (such as but not limited to legal representatives, agents, drivers and other employees and contractors).
1.6 “Equipment” means both Hardware and Software.
1.7 "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
1.8 “Terms and Conditions” means these Terms and Conditions for subscriptions to Scania Services using data via Scania Interfaces.
1.9 “Hardware” means the required computers and other equipment that meet the system requirements set out in these Terms and Conditions, a part of this Agreement or in the Service Description(s), or which are otherwise provided by Scania under normal procedures. are approved for use in connection with the Interfaces and/or Services.
1.10 “Interfaces” means all relevant interfaces that connect to Scania Fleet Management or other systems through which Services are provided, such as the Scania Fleet Management portal, the Scania Tachograph Portal, mobile apps, Scania communicators or other wireless communication or similar interfaces.
1.11 “Joint Controller Agreement” means the joint agreement as referred to in art. 26 GDPR and as further described in Art. 14.1 of this Agreement.
1.12 “Operator” means all communication service providers with whom Scania cooperates to offer Subscriptions to Customers.
1.13 “Business Data” means data generated in, by and from Products during or in connection with the provision of Services to Customer. The Company Data of, for example, Vehicles can also be regarded as Personal Data in the context of the Agreement, due to the availability via the tachograph in Vehicles to information about the identity of the persons who generated this data when operating the Vehicles.
1.14 “Operator Network” means the Operator's communication network that Scania and the Customer use for communication between Product(s) and Scania servers via the Interfaces.
1.15 "Party" means Scania and the Customer individually.
1.16 “Personal Data” means any data that is directly related to a Data Subject (such as but not limited to name, social security number, driver's license number and contact information) or that can be indirectly attributed to a Data Subject. For the avoidance of doubt, Company Data as well as other Customer Data may also be classified as Personal Data, provided this data has not been anonymized (meaning that the indirect link to a person has been permanently erased).
1.18 “Product” means a Vehicle, motorcycle or other product covered by one or more Subscriptions to Services under the main contract form (which will be updated from time to time and declared applicable under these Terms and Conditions).
1.19 “Scania” means the Scania Group company or the Scania network member with whom the Customer has concluded the Agreement.
1.20 "Scania CV AB" means the virtual parent company of the Scania Group, as domiciled in Sweden.
1.21 "Scania Group" means all companies collectively forming part of Scania CV AB's global corporate group, as defined under the applicable law of Sweden.
1.22 "Scania Group Company" means a company within the Scania Group.
1.23 "Scania Network Member" means a company within the authorized distribution system of Scania CV AB.
1.24 “Service(s)” means the various services of Fleet Management, Tachograph Services, driver training, driver coaching and other Services that use data managed by Scania through one of the Interfaces, which are either ordered separately or as part of Products, such customer services being further defined in the relevant Service Descriptions or separate arrangements between the parties.
1.25 “Service Description(s)” means the description(s) of the scope, content and accessibility of the relevant Service(s), as they are declared applicable from time to time.
1.26 “Software” means required computer programs, code embedded in the Product, or other software that meet the system requirements set forth in these Terms and Conditions, any part of this Agreement, or in the Service Description(s), or otherwise approved by Scania for use in connection with the Hardware, Interfaces and/or Services under normal procedures.
1.27 "Standard Contractual Clauses" means the clauses applicable in accordance with Decision 2004/915/EC of the European Commission for the transfer of Personal Data to third countries, as published at https://eur-lex.europa.eu.
1.28 “Subscription” means a subscription to one or more Services.
1.29 "Supervisory Authority" means the relevant independent public authority established by an EU Member State in accordance with Art. 51 GDPR.
1.30 “User” means a physical entity or person that is the same as the Customer or is specified as “User” in the Agreement or has a separate mandate from the Customer to use the Product(s), connect with or through the interfaces or to use a particular Service.
1.31 Contractual Units means a vehicle covered by one or more Subscriptions to Services under the main contract form (which will be updated from time to time and declared applicable under these Terms and Conditions).
2. The Agreement
2.1 The Subscription, the Service Descriptions and the Customer-Specific settings or instructions that comply with Scania's normal procedures solely together determine the right to use the Interfaces, the Subscription to the Services and similar Scania services.
2.2 These General Terms and Conditions, as well as any special terms and conditions agreed with respect to the Services, form an integral part of the Agreement.
2.3 In the event of substantive contradictions, the terms and conditions of the main registration form shall prevail over other special terms and conditions and provisions which in turn shall prevail over the General Terms and Conditions.
2.4 The Customer signs the Agreement, with reference to a specification of the Subscription, the Service Description(s), the General Terms and Conditions and any additional services to be included in the Agreement.
2.5 The customer will always ensure that each user adheres to and acts in accordance with all parts of the Agreement as declared applicable and amended from time to time.
2.6 Scania will be notified immediately of any change in the Customer Data provided to Scania.
3. Conditions Precedent
3.1 The Agreement is valid if:
a) it is co-signed by the Customer, after having first been signed only by a User;
b) there are no other reasons (during the relevant “know-your-customer” check or credit check or otherwise in connection with entering into the Agreement) for Scania to suspect that the Customer may fail to comply with the obligations of the Agreement or that Scania wants to avoid entering into a business relationship with the Customer.
3.2 Until all of the foregoing has been fully complied with, Scania is entitled to postpone the start of the Services or to restrict the use of the Services to a certain area or data volume. Therefore, a start of the Services for the Customer shall not be construed as a waiver by Scania of the conditions precedent.
4. Power of Attorney
4.1 The User has the right to act and take measures on behalf of the Customer with regard to the Subscription and the Services, unless Scania explicitly requests approval from the Customer.
5. Telematics and Other Equipment
5.1 The Subscription and the Services are only used in conjunction with the necessary Equipment, as provided above. The Customer shall acquire and maintain such Equipment at its own expense (as part of either a Scania product or other equipment acquired by the Customer from Scania or acquired by the Customer independently or licensed to the Customer provided).
5.2 For Services involving a Product not manufactured by Scania and which is not equipped with a Scania Communicator necessary for the Services, such communicator may need to be connected to the Product via an FMS-ready gateway provided by the producer of the Product. Otherwise, the functionality and quality of the Services may be reduced or even compromised. Whether or not this applies to a particular Service will be specified in the relevant Service Description or in the separate contractual arrangements.
5.3 SIM cards (if applicable) should only be used for connection to the Operator network.
5.4 In the event of a breakdown in Equipment or Product(s) or an infringement of the intellectual rights of any of the Scania Group companies involved, the Customer shall immediately disable such other equipment upon request.
5.5 Scania is entitled to make upgrades or changes to the Services or Equipment provided by Scania. The Customer will be informed in advance of upcoming upgrades or changes to the extent possible.
5.6 Scania or its supplier shall, both at the time of installation of the Equipment or for any other action that Scania deems necessary, access Products or install the relevant Equipment in preparation for the Subscription and the Services .
5.7 Scania allocates subscriber numbers or other forms of identification for connection to the Operator network. Scania may at any time change such identification if necessary for technical, maintenance or operational reasons.
5.8 Tampering or removing, or attempting to do so, with or from the communicator of any Product, other telematics equipment or (if applicable) SIM cards with which it is fitted is strictly prohibited.
6. Availability of Services and Maintenance of the Equipment, etc.
6.1 Details regarding the availability of Services, system maintenance and user support regarding the Services, Interfaces and Equipment are set out in the relevant Service Description(s).
6.2 If a defect is revealed in the Services, Scania will rectify it within a reasonable time from the time of notification by the Customer. As the Services are based on a connection to the Internet as well as on communication via the Operator network, connection interruptions or delays do not constitute a defect under the Agreement and therefore do not lead to any liability for Scania.
6.3 In the event of any obstruction, misuse of or infringement of Customer Activities by the User under the Agreement, Scania shall be entitled to block access to such User's interfaces, Scania systems and the Services (subject to authorization from the relevant authorities, if required) to avoid further irregularities.
7. Technical, Equipment or Network Issues
7.1 Scania accepts no responsibility for operational problems, such as interruptions in the Operator network, even if these problems are caused by measures implemented by Scania or the Operator.
7.2 Scania is entitled to inspect the Equipment if there are reasons to believe that the Equipment has caused interruptions in the Operator Network or is connected in violation of the Agreement.
8.1 Equipment fitted as an integral part of Scania products is subject to the warranty terms of the purchase agreement for such Scania Products with the Customer (as set out in Scania's General Terms and Conditions of Delivery and Warranty or otherwise), while the warranty terms for Equipment obtained from Scania as a spare part or for retrofitting are covered by separate parts contracts.
9. Use of Subscription and Services
9.1 Unless otherwise agreed in writing or set forth herein, Customer may use the Subscription and Services only for the purposes intended in the Agreement and may not subcontract, sub-rent or otherwise transfer any of its rights under the Agreement.
9.2 The Customer is entitled to change the form of the Subscription at its own request, provided that other forms are available. Such a change will only take effect after confirmation of the request by Scania.
9.3 Customer should regularly test and connect to the Interfaces and keep itself informed of changes to them or to the Services. Notifications from Scania about the Subscription or the Services are sent directly to the Customer either electronically or by conventional mail or are made available through the Interfaces.
9.4 Customer is fully responsible for data and information that Customer transfers or downloads through, or stores and stores on, the Interfaces, Subscription or Services or that is communicated through Hardware or Software.
9.5 The Customer shall restrict unauthorized access to the connected networks or computer resources through the Interfaces, whether they belong to Scania or other parties, and shall not access, use, destroy, distort, distribute or forward information from any of the above sources without permission. The Customer shall ensure that the User ID, passwords and other access data are not disclosed to unauthorized persons.
9.6 The Customer shall comply with national laws, rules and regulations, as well as with any instructions Scania communicates from time to time when using the Subscription or the Services. The Customer may not use the Subscription or the Services in any way that may cause hindrance or damage to Scania or any other party.
9.7 Customer is liable for any action taken or breaches of the intended Subscription caused by persons authorized by Customer to use the Subscription or the Services. Scania will be immediately notified of such incidents.
9.8 The customer shall fully indemnify and hold harmless Scania from any claim against Scania resulting from improper use of the Equipment, Subscription and Services. The Customer undertakes to pay for any damage caused by using the Services in violation of the Agreement and to compensate Scania or third parties for the damage caused by the Customer or for which the Customer is responsible.
9.9 Scania has the right, without prior notice to the Customer, to change the Subscription or Services
10. Transfer and Assignment; subcontractors
10.1 The Customer may not transfer the Agreement or Subscription, in whole or in part, to third parties without Scania's prior written consent.
10.2 Scania has the right to transfer the Subscription or its rights and obligations under the Agreement to another party without the approval of the Customer and with which transfer the Customer agrees in advance, Scania has the right to appoint subcontractors, agents and use other business partners at its option to provide Services, in which case Scania will be responsible for the compliance by such third parties with each company in the Agreement.
11. Term and Termination
11.1 The Agreement shall enter into force upon signature by both Scania and the Customer (on the last date of signature if both have not signed together) and thereafter shall remain in force for as long as the contract is in use by the Customer. The agreement expires as soon as the Product is no longer in use by the Customer, unless one party has sent the other a written notice period not less than three (3) months in advance.
11.2 The Services are provided from the date on which they are registered in the relevant Interface(s), unless otherwise agreed.
11.3 If upgrades or changes to Equipment by Scania result in a significant inconvenience to the Customer, the Customer is entitled to terminate the Agreement free of charge in writing with thirty (30) days written notice, but at the earliest at the start of the change.
11.4 Technological developments in the field of telecommunications may necessitate replacement of the Services with other services with comparable technical performance and functionality. Scania has the right to replace the Services in such cases. Scania will inform the Customer of this in advance. The Agreement will be deemed terminated when Scania actually ceases to provide the Services.
11.5 The Agreement is considered terminated when Scania actually ceases to provide the Services. Scania has the right to terminate the Agreement with one month's notice (the notice period of which does not apply in the event of termination with immediate effect as provided for in Art. 12.7 below) if the Customer's connection to the Services has been terminated pursuant to of these Terms and Conditions
11.6 Scania has the right, at its sole discretion, to suspend or terminate the Services in whole or in part, or even to terminate the Agreement with immediate effect;
a) if the Customer refuses to grant Scania access to the Equipment as agreed;
b) if the Customer, a User or anyone else for whom the Customer is responsible has used the Subscription, the Interfaces or Services improperly or in violation of the Agreement;
c) if the Customer is in breach of any other obligation(s) set forth in the Agreement;
d) if Scania reasonably suspects that the Customer is about to commit or might commit a material breach of contract as referred to above and the Customer has not provided the security which Scania believes is adequate to safeguard against such occurring risk;
e) if the equipment is connected to the Interfaces or to another Product that is in breach of the Agreement or if the Equipment is not immediately closed when it should have been taken out under the Agreement;
f) if the Services, Interfaces and Operator Network are used in a way that entails costs and/or damage for Scania or that causes significant inconvenience to Scania, the Operator or any other relevant party and/or
g) if the Customer suspends payments, enters into settlement negotiations, enters into liquidation or is declared bankrupt or if there are other legitimate reasons to believe that such person is insolvent.
11.7 Suspension or termination of Services or the agreement is always in writing.
12. Transfer of Ownership of Product(s), etc.
12.1 The Customer shall immediately notify Scania when a Product is no longer used by the Customer (for example due to a sale or other transfer of ownership thereof, termination of a lease contract under which the Product falls or the Customer's rental to third parties). The provisions of Article 11 in this Regulation regarding the termination of the agreement shall then apply.
13. Processing of personal data for services
13.1 Scania and Scania CV AB, together with (if relevant) other Scania Group Companies and Scania Network Members contracting with the Customer for the provision of services under the Agreement, are all (except below) Joint Controllers together with the Customer for the processing of Personal Data within the scope of the Services. This chapter describes the arrangement between all those Joint Controllers for the assignment of their responsibilities as according to art. 26 GDPR. In defining that scheme, Scania also represents Scania CV AB and other contracting companies of the Scania Group and any Scania Network Members. Reference is therefore made below to Scania, including all these represented entities.
13.2 The standard situation of joint control is the situation described above in art.
13.1. This default situation does not apply to certain restricted Services if and when it is clarified in the relevant Service Descriptions that Customer is the sole controller. In such exceptional circumstances, Scania's role and responsibilities as the Customer's processor will be governed by a data processing agreement in the form associated with and forming part of the relevant Service Description.
13.3 For the avoidance of doubt, the joint control arrangements of this section do not cover the processing of Personal Data outside the scope of the Services provided to Customer.
13.4 Scania and the Customer shall each ensure that their respective processing of Personal Data complies with all applicable legal requirements directly applicable to them, such as with regard to the legal basis and principles of processing.
13.6 Scania is primarily responsible for compliance with art. 12-22 and art. 32-34 GDPR in the context of Scania's processing of Personal Data under the Agreement.
13.7 The Parties shall provide each other with assistance as relevant and necessary for the fulfillment of the obligations towards the Data Subjects. This includes, but is not limited to, the following.
a) Scania requests from the Customer, and the Customer shall upon such request without delay provide Scania with all information necessary to fulfill the above responsibilities of Scania.
b) Each Party shall promptly notify the other of any identified risk of breach of its obligations to the Data Subjects.
c) Any requests received by either Party from Data Subjects or Supervisory Authorities in relation to the processing of Personal Data by the other party will be promptly forwarded to that other Party which will subsequently be responsible for handling such requests.
13.8 Each Party may engage processors of Personal Data (as defined in the GDPR) to provide or use the Services, in which case the data subject Party must comply with the requirements of art. 28 GDPR and are therefore responsible towards the other Party
13.9 Scania makes the essence of the arrangements in this section for the assignment of responsibilities available to the Data Subjects.
13.10 If Scania or the Customer transfers Personal Data to the other party or to a third party outside the EU/EEA, such transfer will be governed by the Standard Contractual Clauses. Each Party confirms that it has revised such contractual Standard Clauses and has agreed to make them an integral part of the Agreement signed by both Parties, subject to the following.
a) Definitions in these Terms and Conditions supersede those of the Standard Contractual Clauses.
b) Parties determine who is the Data Exporter and the Data Importer in accordance with the GDPR.
c) The Customer processes Personal Data received from Scania in accordance with the data processing principles set out in Annex A to the Standard Contractual Clauses.
14. Other processing of data
15.1 Scania cannot be held liable under or in connection with the Agreement for anything that is not expressly stated in these General Terms and Conditions or any other Part of the Agreement.
15.2 Scania undertakes no obligation or warranty, makes no representations and therefore accepts no responsibility or liability for or in respect of:
a) the lawfulness of use of the Services in any situation, including computer security, telecommunications, and data export of Customer Data;
b) the accuracy or quality of data transmitted through the Services or analytics thereof, whether to comply with Customer's legal obligations under social regulations (such as those relating to working/driving times and rest periods) or otherwise;
c) Customer's use of the Services or, unless otherwise provided in the Agreement, the quality of results obtained by Customer while using the Services or the Services that do not match Customer's needs;
d) defects caused by incorrect connection, use or maintenance of the Equipment, e.g. connection of communicators to non-Scania Products via interfaces other than the manufacturer's own FMS-ready gateway;
e) distortion or loss of Customer Data during Customer's connection to Scania's servers via an Interface or while using the Services;
f) expenses, costs or damages caused by non-compliance by the Customer with the Agreement;
g) intrusion into Customer's computer resources or elsewhere, whereby third parties can access, distribute, destroy or distort Customer Data;
h) any expenses, costs or damages caused by the Customer's inability to access Customer Data via the Interfaces after termination or termination of a Subscription or due to Customer Data deleted by Scania in accordance with the Agreement;
i) the (further) processing of Customer Data as soon as it is extracted or exported by the Customer from the Equipment and Services.
15.3 Under no circumstances shall Scania be held liable for defects in Services or interruptions of the Subscription or use of Services or for direct or indirect costs and damages suffered by the Customer as a result thereof (such as loss of income, costs, loss or damage of Customer Data , Customer reliability towards third parties, fuel consumption, etc.), even if Scania has been advised of the possibility of such costs or loss occurring.
15.4 Scania shall not be liable under the Agreement for any defects, costs or damages occurring in or caused by the Equipment, unless such defects, costs or damages are covered by a Scania Product Warranty or similar undertakings by Scania for the Equipment or other goods supplied (if applicable).
15.5 In any event, in the event of non-fulfilment of its obligations in relation to Subscription(s) or the Agreement or otherwise, Scania will only be held liable to the Customer for damages if they are caused by willful misconduct or gross negligence on the part of from Scania.
15.6 Scania shall not be liable for any breach of the Agreement if it is caused by events beyond Scania's reasonable control (force majeure), such as defects in the Equipment, faults of or circumstances related to the Customer, accidents, fire, military or similar conflicts, civil disturbances, labor disputes, epidemics and pandemics and measures taken by government or other authorities as a result thereof, the occurrence or inaction by government authorities, flooding/leakage, power failures, interruptions or delays, defects or failures in the Operator network, external networks, Internet or telephone connections or communications.
15.7 Notwithstanding the contrary in this regard, if and to the extent either Party has caused a breach of its legal obligations (whether governed by the GDPR or elsewhere) in connection with the processing of Personal Data for the purposes of the Services, compensate and it shall hold the other Party harmless and harmless from any administrative fines or liability for damages to the Data Subjects incurred by the other Party as a result of such breach.
15.8 Scania's maximum liability for damage (direct and indirect) suffered by the Customer under or in connection with the Agreement is limited to one thousand (1,000) Euros per period of twelve (12) months from the registration date of the first Subscription, regardless of the number of Customer Subscriptions or Products covered. For the avoidance of doubt, this limitation of liability does not apply to data breach compensation claims under the GDPR.
15.9 A claim by one of the Parties against the other shall be made within three (3) months after the relevant damage or ground for compensation has been or should have been discovered.
16. Changes to the Terms and Conditions
16.1 Scania has the right to unilaterally change or modify these Terms and Conditions at any time, in particular to comply with changes in the arrangements for joint controllers to the extent that the Customer is also to be regarded as a joint controller. Such amended terms and conditions shall become effective and applicable to Customer and its Subscription(s) and Service(s) from the fourteenth (14th) day after notification to Customer. Scania may notify such changes on invoices to the Customer, by conventional or electronic mail to the Customer or through any of the Interfaces used by the Customer.
16.2 If a change in these General Terms and Conditions results in a significant disadvantage for the Customer, the Customer is entitled to terminate the Agreement after the expiry of a notification period of 14 days as stated above. If Customer actively uses the Subscription or Services after this period, Customer will be deemed to have approved the change.
17. Arbitration and Applicable Law
17.1 Disputes regarding the interpretation or application of the Agreement and the legal circumstances in connection with this Agreement will ultimately be settled by arbitration under the applicable arbitration law of the country where Scania is located (or, in the case of Luxembourg, mediation or the public court who is authorized).
17.2 The law of the country in which Scania is located will apply to the Agreement.
17.3 In cases where Scania CV AB has signed the Agreement, the location is Sweden and the applicable law
is Swedish law.
Article 1 - Definitions
In the Agreement and in these Purchase Conditions, the following terms and expressions are defined as stated after them:
1.1 Client: Scania Nederland B.V.
1.2 Supplier : the contractual counterparty of the Client to an Agreement.
1.3 Agreement: any agreement with regard to the delivery of goods and/or the execution of works and/or the delivery of services by the Supplier to the Client, which is concluded between the Client and the Supplier, as well as everything that supplements and/or changes thereto agreed in writing, as well as all legal acts related to the foregoing.
1.4 Delivery: the delivery of services and/or goods/products and/or installation/assembly of goods and/or execution of works as agreed in the Agreement, by the Supplier to the Client.
1.5 (Delivery) : the actual transfer of possession of the goods and/or works to be delivered and/or delivery of services performed.
1.6 Inspection : the interim or otherwise inspection and assessment of the Supply for soundness and usability as described in the Agreement.
1.7 GPC: the present purchase conditions.
Article 2 - General
2.1 These GTC form an integral part of the Agreement.
2.2 The provisions of the Agreement shall prevail over those of these GTC in the event of any conflict.
2.3 Contradictions in the Agreement and the documents belonging to the Agreement, such as drawings, models and specifications, which the Supplier discovers or should discover, will be immediately notified to the Client.
2.4 The Client is only bound by orders for additional work and/or additional Deliveries and/or changes to the Agreement if these have been confirmed by it to the Supplier in writing.
Article 3 - Changes
3.1 It is only possible to deviate from what has been agreed in the Agreement in writing.
3.2 During the term of the Agreement, the Client is authorized at all times to change the size and/or quality of the Supply, subject to the Supplier's approval. The Supplier is then obliged to implement the relevant changes and is bound as if those changes had been included in the Agreement.
3.3 If, in the opinion of the Supplier, a change in accordance with paragraph 2 of this article has consequences for the agreed fixed price and/or delivery time, before having to comply with the change, the Client will inform the Client about this as soon as possible, at the latest within 8 days after the notification of the requested change, in writing.
If these consequences for the price and/or delivery time are unreasonable in the opinion of the Client, the Client has the right to dissolve the Agreement in whole or in part by means of a written notification to the Supplier, unless this would be manifestly unreasonable. A dissolution on the basis of this article does not entitle either party to compensation.
Article 4 - Transfer of obligations
4.1 The Supplier is not authorized to transfer its obligation(s) under the Agreement and/or any claims against the Client to third parties, other than with the prior written consent of the Client. Further conditions may be attached to this permission.
4.2 Without prejudice to the provisions of paragraph 1 of this article, the Supplier, acting as a subcontractor, is obliged to report to the Client what securities it has provided for the payment of turnover tax, wage tax and social security contributions, which are legally prescribed for employers.
4.3 When obligations are transferred to third parties with due observance of this article, the provisions of these GTC apply mutatis mutandis to the third parties involved.
Article 5 - Price and Price Review
5.1 All prices are fixed and apply - where applicable - Delivered Duty Paid in accordance with the current Incoterms. In addition to what has been agreed in the Agreement, the prices shall in any case include the costs of packaging and all other costs incurred by the Supplier in connection with the fulfillment of the Supplier's obligations towards the Client, unless expressly agreed otherwise in writing.
5.2 The price does not include sales tax.
5.3 Unless expressly agreed otherwise in writing, the Supplier is not authorized to adjust the agreed prices to the detriment of the Client, not even on the basis of a legal and/or government authority. Until agreement on price adjustment has been laid down in writing, the prices applicable until then will continue to apply. If no agreement is reached, the Client is entitled to terminate the Agreement with immediate effect.
5.4 Costs and fees for overtime work outside regular office hours (i.e. Monday to Saturday from 8 a.m. to 6 p.m.) are included in the agreed price.
Article 6 - Invoicing and Payment
6.1 Invoicing takes place after Delivery in accordance with Article 9 of these GTC or, if expressly agreed in writing in the Agreement, in accordance with the payment schedule agreed in writing.
6.2 Payment of the price, including sales tax, will take place within 60 days of the invoice date. Payment takes place in Euro.
6.3 The Client has the right to reduce the amount of the invoice, without further explanation of settlement, by amounts owed by the Supplier to the Client. If the Supplier appears to owe an amount to the Client in a final settlement of an Agreement, the Supplier is obliged to pay the Client within 30 days after the final settlement has been drawn up without discount, suspension and/or set-off.
6.4 Payment by the Client never implies a waiver of any right and/or acknowledgment of full compliance with the Supplier's obligations.
6.5 If the Supplier does not include its VAT number or the correct VAT number in its invoice, the Supplier is obliged to pay the Client an amount equal to the VAT on the invoice.
6.6 Invoices for which time is charged, such as, for example, in the case of the provision of services, must be accompanied by written time statements signed for approval by the Client. If time statements approved by the Client are missing, the Client is entitled to dispute the invoice and/or to suspend payment without further motivation, and is not obliged to pay any thereof.
Article 7 – Advance payment and security
7.1 Unless otherwise agreed in the Agreement, the Client is not obliged to pay in advance. If advance payment has been agreed, the Supplier shall, before payment is made, at the first request of the Client provide the latter with security in the amount of the advance payment plus 25% thereof in the form of an unconditional and irrevocable bank guarantee for the duration desired by the Client, issued by a banking institution acceptable to the Client.
7.2 The Supplier is prohibited in any way from hindering or delaying the execution of the bank guarantee by the Client, on pain of forfeiture of a fine of 25% of the amount for which the guarantee, including interest and costs, has been provided, and without prejudice to the right to claim the Client's actual damage in the event of a violation by the Supplier of this prohibition.
7.3 If the Client has reasonable doubts about the fulfillment by the Supplier of its obligations, the Supplier is obliged to provide the additional security required by the Client for the fulfillment of its obligations on first request.
Article 8 - Delivery time
8.1 Delivery of goods and/or services must take place within the term as agreed in the Agreement.
Delivery times are deadlines.
8.2 The Supplier is obliged to notify the Client in writing of any (imminent) exceeding of the delivery time without delay.
8.3 The Supplier is not authorized to suspend Deliveries.
Article 9 - (Delivery)
9.1 Delivery or delivery takes place at the address stated in the Agreement, insofar as applicable according to the current Incoterms DDP.
9.2 The Client has the right to postpone the Delivery or Delivery without owing any compensation to the Supplier as a result. If the Client requests the Supplier to postpone the delivery, the Supplier will store, secure and insure the goods properly packaged, separated and recognisably intended for the Client at its own risk and expense.
Article 10 - Shortcoming
10.1 Irrespective of the Client's right to compensation for the actual damage and other statutory rights, in the event of a failure attributable to the Supplier, the Supplier is obliged to pay the Client a penalty amounting to 1% of the (purchase) price agreed in the Agreement. for each day that the deficiency continues.
10.2 If the Client has made advance payments, it is entitled to collect the statutory commercial interest on the amounts paid in advance over the period of the attributable shortcoming.
Article 11 - Warranty
11.1 The Supplier guarantees that the Supply complies with the Agreement and thus meets the properties that the Client could expect on the basis of the Agreement or according to popular opinion.
11.2 The Supplier guarantees that the goods are free of rights of third parties. Scania has the right to investigate this at all times, and the Supplier shall cooperate with this on first request, in the broadest sense of the word.
11.3 If the goods delivered by the Supplier do not meet the guarantees of Article 11.1 and 11.2, the Supplier is obliged to repair, replace or deliver the missing items at the first request, at the option of the Client and without prejudice to its other rights, regardless of whether it has already been established or not that it is the Supplier's fault or that it is at his expense that the goods do not comply with the aforementioned guarantees.
11.4 In urgent cases or if the Client has reasonable grounds to suspect that the Supplier will fail to fulfill its warranty obligations, the Client is entitled to carry out repair and/or replacement at the expense of the Supplier. This does not affect the Supplier's obligations arising from the Agreement.
11.5 Unless otherwise agreed in writing, a warranty period of 5 years after delivery or delivery applies to goods delivered by the Supplier.
11.6 With regard to the Supply, the Supplier transfers all warranty claims and rights of the Supplier to its supplier and/or the manufacturer of the Supply to the Client on first request, and the Supplier grants the Client with regard to the assertion of these rights by the Client on first request. all cooperation and information. The Supplier authorizes the Client to enforce the rights and claims referred to in this article, whether or not in court, on its behalf. All costs arising from this will be borne by the Supplier.
Article 12 - Inspection
12.1 The Client is at all times entitled to inspect the Delivery (or have it inspected) before, during and after the Delivery and to reject the Delivery on good grounds and the Delivery due to non-compliance with the agreement or applicable legislation.
12.2 On first request, the Supplier will provide the Client or its representative with access to the place of production, processing or storage. The Supplier will cooperate with the Inspection free of charge.
12.3 If an Inspection cannot take place at the intended time or if an Inspection has to be repeated, the resulting costs for the Client will be borne by the Supplier.
12.4 In the event of rejection of the Delivery, the Client will inform the Supplier as soon as reasonably possible. The Supplier will take care of repair or replacement of the Supply within 1 working day, unless the Client prefers dissolution of the Agreement.
12.5 In the event of rejection of the Delivery, of which the Client will immediately inform the Supplier, the rejected and/or to be replaced goods can be kept by the Client for a period of 5 working days. After expiry of this term without the Supplier having collected the goods, the Client has the right to return or destroy the rejected and/or to be replaced goods at the expense and risk of the Supplier.
12.6 If the Supplier does not or cannot comply with the obligation to repair or replace the Supply set out in paragraph 4 of this article, the Client is entitled to purchase the necessary goods and/or services from a third party, or to take measures or to have measures performed by a third party at the expense and risk of the Supplier, without the Supplier being entitled to any compensation. The Client will then be released from its obligations towards the Supplier in respect of the relevant Delivery without being obliged to pay any compensation.
12.7 The Client is never bound by any term set by the Supplier for acceptance, rejection, approval and/or advertising.
Article 13 - Goods and resources for the Supply
13.1 Goods or aids such as drawings, models and calculations made available by the Client or purchased or manufactured by the Supplier for the Supply remain the property of the Client or become the property of the Client at the time of delivery or manufacture.
13.2 The Supplier is obliged to mark the goods and aids referred to in paragraph 1 of this article as recognizable property of the Client and to keep them separate in good condition from goods and aids belonging to the Supplier or third parties and to insure them at its own expense against all risks, as long as they are kept by the Supplier.
13.3 The Supplier will present the items and auxiliary materials purchased and/or manufactured by it to be used in the performance of the Agreement to the Client for approval at the Client's first request, in accordance with Article 12 of these GTC.
13.4 The Supplier must immediately make the items and resources referred to in paragraph 3 of this article available to the Client, if the Client so requests, or at the latest at the last (Delivery) Delivery to which the resources relate.
13.5 Changes to or deviations from items and aids that are owned and/or approved by the Client are only permitted with the prior written consent of the Client.
13.6 The Supplier will not use the goods and resources or have them used for or in connection with any purpose other than the Delivery to the Client, unless the Client has given prior written permission for this.
Article 14 - Packaging, replacement and waste materials
14.1 All packaging, replaced and waste materials, to be further referred to in this article as material, in principle remain the property of the Supplier.
14.2 The supplier undertakes at its own expense and risk to take back and destroy the material, or to recycle or reuse it.
14.3 If the material is destroyed and/or removed by the Client at the request of the Supplier, this will be at the risk and expense of the Supplier.
14.4 The Client is at all times entitled to return the material to it at the expense and risk of the Supplier.
Article 15 - Transfer of risk and ownership
15.1 The ownership of the goods transfers to the Client at the time of their delivery without any reservation and without any right of retention or complaint for the Supplier, unless the goods are rejected during or after delivery pursuant to Article 12 of these GTC.
15.2 If goods are delivered to the Supplier by or on behalf of the Client for the Supply, these goods remain the property of the Client. These items will be kept separated by the Supplier clearly marked as property of the Client from items belonging to the Supplier or third parties and will be insured against usual risks at the expense of the Supplier.
15.3 The ownership of goods or parts thereof, in which goods belonging to the Client have been incorporated, is transferred to him at the time of installation or assembly thereof. Paragraph 2 of this article applies mutatis mutandis.
15.4 The risk with regard to the Delivery passes to the Client at the moment that the Client has approved it after delivery or delivery in accordance with Article 12 of these GTC.
15.5 In the event of a defect in the Supply that constitutes a rejection, the ownership of the Supply will revert to the Supplier from the moment of receipt of the notification thereof.
15.6 The Supplier guarantees that the unencumbered ownership will be transferred to the Client
Article 16 - Intellectual and industrial property
16.1 The Supplier guarantees the free, complete and peaceful use by the Client of the Supply and guarantees that the use, including resale, of the Supply does not infringe any rights of third parties. He will indemnify the Client against all consequences of claims by third parties due to infringement of their intellectual and industrial property rights and other rights.
16.2 The Supplier is entitled to use the information provided by the Client, but only in connection with the performance of the Agreement. This information remains the property of the Client.
16.3 All intellectual and industrial property rights (including the source code) with regard to everything that is changed, developed and/or established on the instructions of the Client by the Supplier and/or third parties engaged by it, regardless of its form and everything in in the broadest sense of the word, are vested in and exclusively vested in the Client. The Supplier can never assert any right to these intellectual and industrial property rights and will cooperate with the transfer to the Client on first request.
Article 16 - Intellectual and industrial property
17.1 The Supplier is obliged to make accompanying documentation available to the Client prior to or at the same time as the Delivery or Delivery.
17.2 The Client is free to use this documentation. Multiplication thereof is only permitted for personal use, which also includes use for the Client's customers.
Article 18 - Confidentiality and prohibition of disclosure and prohibition of takeover of personnel
18.1 The Supplier is obliged to keep secret all that is made available to it and/or comes to its knowledge during the execution of the Agreement and not to make any announcements about this to third parties other than those directly involved in the execution of the Agreement. The Supplier will also impose these obligations on and agree with third parties with whom it enters into agreements in connection with the performance of the Agreement. In the event of a violation of this provision, the Supplier forfeits to the Client a direct penalty, payable without further notice of default, of €50,000 per violation, without prejudice to the Client's right to claim actual damage.
18.2 During the Agreement and for one year after the end of the Agreement, the Supplier is prohibited from employing personnel of the Client that was involved in the execution of the Agreement or from working in any other way in its company or in a company directly or indirectly affiliated with the Supplier. If the Supplier acts in violation of this prohibition, it will forfeit to the Client a fine equal to the gross annual salary applicable to the person concerned, without prejudice to the Client's right to claim actual damage.
Article 19 - Liability and force majeure
19.1 The Supplier is liable for all damage suffered by the Client, its customers and its customers as a result of unlawful acts and/or omissions or a failure to fulfill its obligations towards the Client by the Supplier or third parties engaged by it.
19.2 At the Client's first request, the Supplier must take out liability insurance, in respect of which the Client must be noted on the policy as the beneficiary, so that any payment is made immediately to the Client. A copy of this policy will be made available to the Client on first request
19.3 The Supplier indemnifies the Client against all third-party claims related to the performance of the Agreement, including claims arising from product liability.
19.4 The Client is never liable for damage, of whatever nature, on the part of the Supplier, unless there is intent or willful recklessness on the part of the Client's management personnel. Deliberate recklessness is understood to mean the subjective knowledge of management personnel that the probability that damage will occur when acting is greater than the probability that damage will not occur.
19.5 In the event of force majeure, the fulfillment of the obligations arising from the Agreement will be suspended for the duration of the force majeure situation without the parties being obliged to pay any compensation to each other. If this period of force majeure lasts longer than 45 days, the parties are entitled to dissolve the Agreement, in which case the parties are never obliged to pay any compensation towards each other. Force majeure on the part of the Supplier in any case does not include: strikes, shortcomings, whether or not imputable or not, on the part of the Supplier and/or third parties engaged by the Supplier, unlawful acts by personnel of the Supplier and/or third parties engaged by it, shortage of personnel, transport problems , epidemics, pandemics, financial problems and government measures restrictive or hindering the implementation of the Agreement.
Article 20 - Dissolution
The Client has the right to dissolve the Agreement without judicial intervention and without further written notice of default if: (a) despite notice of default, the Supplier does not, not timely or properly fulfill an obligation under the Agreement or these GTC; (b) the Supplier has been declared bankrupt, has been granted a suspension of payments or has been requested to do so, invokes the Business Continuity Act, its company is liquidated; (c) attachment is levied at the expense of the Supplier, which attachment has not been lifted within 30 days, (d) other circumstances attributable to the Supplier occur on the basis of which the Client, in its reasonable opinion, no longer needs to consider itself bound by the Agreement.
Article 21 - Payment of claims, set-off
21.1 The Client's claims against the Supplier are immediately and fully due and payable, unless otherwise agreed in writing.
21.2 The Client is at all times authorized to set off everything that it and/or a company affiliated with it owes to the Supplier, for whatever reason, against what the Supplier owes the Client and/or a company affiliated to it, for whatever reason. also, is owed.
Article 22 - Rights of third parties
The Client is entitled to transfer its legal relationship towards the Supplier under the Agreement to third parties. In that case, all rights under the Agreement accruing to the Client, including the right to compensation pursuant to Article 19 of these GTC, will be transferred to these third parties.
Article 23 - Code of conduct, order, safety and the environment
The Supplier and its employees, as well as third parties engaged by it, are obliged to observe all statutory safety, health and environmental regulations. Any company regulations and regulations in the field of safety, health and the environment of the Client must also be observed.
Article 24 - Disputes
24.1 In the event of disputes between the parties, they will initially consult closely with a view to reaching an out-of-court solution.
24.2 If the parties are unable to reach an out-of-court solution, the competent court of the West-Brabant-Zeeland District Court will have exclusive jurisdiction to hear the dispute.
Article 22 - Rights of third parties
25.1 The legal relationship between the Client and the Supplier is exclusively governed by Dutch law.
25.2 The provisions of the Vienna Sales Convention (United Nations Convention on International Sales Contracts; CISG, Vienna 11 April 1980) are expressly not applicable.
25.3 The Dutch text of these GTC is binding.
ADDITIONAL TERMS AND CONDITIONS FOR CONTRACTS FOR CONTRACTS AND AGREEMENTS REGARDING THE CONTRACTS FOR THE CLIENT
Article 26 - Applicability
These additional terms and conditions apply to all Agreements regarding the performance of work and the acceptance of work for the benefit of the Client, in addition to what has been determined above. In the event of any conflict, these additional terms and conditions shall prevail.
Article 27 - Knowledge of the Client's field of activity
27.1 Before commencing with the performance of the Agreement, the Supplier must familiarize itself with the conditions on the Client's sites and buildings where the Supplier must perform work or which may affect the performance of the Agreement. .
27.2 If third parties also work on the work sites, the Supplier will cooperate with them in such a way that all work for all parties involved will be performed in the safest and most efficient manner.
27.3 Costs arising from delays in the performance of the Agreement, caused by circumstances as referred to in paragraphs 1 and 2 of this article, are for the account of the Supplier.
Article 28 - Personnel, tools and materials
28.1 Personnel engaged by the Supplier in the performance of the Agreement will meet the special requirements set by the Client and, in the absence thereof, the general requirements of professional competence and expertise.
28.2 If, in the Client's opinion, there are insufficiently qualified personnel, the Client is authorized to order the removal of such personnel and the Supplier is obliged to immediately replace personnel that comply with the provisions of paragraph 1 of this article.
28.3 The Supplier will take care of all materials and tools to be used in the performance of the Agreement, including tools.
28.4 The Client has the right to inspect and approve the materials and tools referred to in paragraph 3 of this article. In the event of a complete or partial rejection, the Supplier is obliged to immediately replace the rejected materials and tools. Article
12.5 of these GPC applies mutatis mutandis to replaced materials and tools.
Article 29 - Subcontracting of work
29.1 In addition to the provisions of Article 4.2 of these GTC, in the event of subcontracting, the subcontractor (being the Supplier in accordance with these GTC) will submit a statement of payment history from the Tax Inspectorate.
29.2 The Supplier is obliged:
a. to open a G-account for the payment of the payroll tax and turnover tax by the Client;
b. to keep a timesheet of the hours worked and to submit this to the Client on first request;
c. to allow inspection of all books and records relating to the Agreement for the Subcontracting of Work;.
Breda, May 2020