General terms and conditions

**General Terms and Conditions of Waldram ICT & Media Solutions**

**Article 1 General**

These terms and conditions apply to every offer, quotation, and agreement between Waldram ICT & Media Solutions, hereinafter referred to as “Contractor,” and a Client to whom Contractor has declared these terms and conditions applicable, unless expressly deviated from in writing by the parties.

“These terms and conditions also apply to actions of third parties engaged by the Contractor in the context of the assignment.” These general terms and conditions are also intended for the employees of Contractor and its management.

The applicability of any purchase or other terms and conditions of the Client is expressly rejected.

If one or more provisions in these general terms and conditions are wholly or partially null and void or voidable at any time, the remainder of these general terms and conditions shall remain in full force and effect. The Contractor and the Client shall then enter into consultations to agree on new provisions to replace the null and void provisions, taking into account as much as possible the purpose and intent of the original provisions.

If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall take place ‘in the spirit’ of these provisions.

If a situation arises between the parties that is not regulated in these general terms and conditions, this situation shall be assessed in accordance with the spirit of these general terms and conditions.

If the Contractor does not always demand strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would lose the right to demand strict compliance with the provisions of these conditions in other cases.

**Article 2 Quotations, Offers**

All quotations and offers from the Contractor are without obligation, unless the quotation specifies a term for acceptance. If no acceptance period is specified, the offer will expire after 30 days.

Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.

The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation costs, shipping, and administration costs, unless otherwise indicated.

If the acceptance deviates (whether on minor points) from the offer included in the quotation or offer, then Contractor shall not be bound by it. The agreement will not be concluded in accordance with this deviating acceptance, unless Contractor indicates otherwise.

A composite quotation does not oblige the Contractor to perform part of the assignment at a corresponding part of the quoted price. Offers or quotations are not automatically valid for future orders.

**Article 3 Contract Duration, Execution Deadlines, Risk Transfer, Execution and Amendment of Agreement, Price Increase**

The agreement between the Contractor and the Client is entered into for a definite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

If a deadline has been agreed or specified for the performance of certain work or for the delivery of certain goods, this is never a strict deadline. If a deadline is exceeded, the Client must therefore notify the Contractor in writing of default. The Contractor must be given a reasonable period to still fulfill the agreement.

The Contractor shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. This is based on the state of knowledge at that time.

The Contractor has the right to have certain work carried out by third parties. The applicability of Article 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.

If, in the context of the assignment, work is carried out by the Contractor or by third parties engaged by the Contractor at the location of the Client or a location designated by the Client, the Client shall provide, at no cost, the facilities reasonably desired by those employees.

The Contractor is entitled to execute the agreement in phases and to invoice each part thus executed separately.

If the agreement is executed in phases, the Contractor may suspend the execution of those parts which belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.

The Client shall ensure that all data which the Contractor indicates is necessary or which the Client reasonably should understand is necessary for the execution of the agreement, is provided to the Contractor in a timely manner. If the necessary data for the execution of the agreement are not provided to the Contractor in a timely manner, the Contractor has the right to suspend the execution of the agreement and/or to charge the Client the additional costs resulting from the delay at the then usual rates. The execution period does not commence until after the Client has provided the data to the Contractor. The Contractor is not liable for any damage of any kind caused because the Contractor relied on incorrect and/or incomplete data provided by the Client.

If it becomes apparent during the execution of the agreement that it is necessary to change or supplement it for proper execution, then the parties shall amend the agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the agreement is changed, whether or not at the request or direction of the Client, of the competent authorities, etc., and the agreement is thereby changed qualitatively and/or quantitatively, this may have consequences for what was originally agreed upon. This may also increase or decrease the originally agreed upon amount. The Contractor shall provide an estimate of this as much as possible in advance. A change in the agreement may also result in a change in the originally stated execution period. The Client accepts the possibility of changing the agreement, including the change in price and execution period.

If the agreement is amended, including an addition, the Contractor is entitled to implement it only after approval has been given by the person within the Contractor who is authorized to do so and the Client has agreed to the price and other conditions stated for the implementation, including the time to be determined for this. The failure or failure to immediately implement the amended agreement does not constitute a breach of contract by the Contractor and is not grounds for the Client to terminate or cancel the agreement.

Without being in default, the Contractor may refuse a request to amend the agreement if this could have consequences, for example, in terms of the work to be carried out or the goods to be delivered.

If the Client fails to fulfill its obligations arising from the agreement in a proper manner, the Client is liable for all damage suffered by the Contractor directly or indirectly as a result thereof.

If the Contractor agrees on a fixed fee or fixed price with the Client, the Contractor is nevertheless entitled to increase this fee or price at any time without the Client being entitled to terminate the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc., or for other reasons that were not reasonably foreseeable at the time of entering into the agreement.

If the price increase, other than as a result of a change in the agreement, exceeds 10% and occurs within three months after the conclusion of the agreement, only the Client who is entitled to claim under Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to terminate the agreement by a written declaration, unless the Contractor is then still willing to carry out the agreement on the basis of the originally agreed amount;

if the price increase results from a power or obligation incumbent on the Contractor under the law;

if it has been agreed that delivery will take place more than three months after the conclusion of the agreement;

or, in the case of delivery of an item, if it has been agreed that delivery will take place more than three months after the purchase.

**Article 4 Suspension, Termination, and Interim Termination of the Agreement**

The Contractor is entitled to suspend the performance of the obligations or to terminate the agreement if the Client does not, not fully, or not timely fulfill the obligations under the agreement, if circumstances that have come to the attention of the Contractor after the conclusion of the agreement give good grounds to fear that the Client will not fulfill the obligations, if the Client has been requested to provide security for the fulfillment of his obligations under the agreement at the conclusion of the agreement and this security is not provided or is insufficient, or if due to the delay on the part of the Client, the Contractor can no longer reasonably be expected to perform the agreement under the originally agreed conditions.

Furthermore, the Contractor is entitled to terminate the agreement if circumstances arise that are of such a nature that the performance of the agreement is impossible or if other circumstances arise that are of such a nature that the unaltered maintenance of the agreement cannot reasonably be expected of the Contractor.

If the agreement is terminated, the claims of the Contractor against the Client become immediately due and payable. If the Contractor suspends the performance of the obligations, he retains his rights under the law and the agreement.

If the Contractor proceeds to suspend or terminate, he is in no way obliged to compensate for damage and costs thereby incurred in any way.

If the termination is attributable to the Client, the Contractor is entitled to compensation for the damage, including the costs, directly and indirectly caused thereby.

If the Client fails to fulfill its obligations arising from the agreement and this non-performance justifies termination, the Contractor is entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or compensation, while the Client is obliged to pay compensation or compensation due to default.

If the agreement is terminated prematurely by the Contractor, the Contractor will ensure, in consultation with the Client, that the work to be performed is transferred to third parties. This unless the termination is attributable to the Client. If the transfer of the work entails additional costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless the Contractor indicates otherwise.

In the event of liquidation, (application for) suspension of payment or bankruptcy, seizure – if and to the extent that the seizure has not been lifted within three months – at the expense of the other party, debt restructuring or any other circumstance whereby the other party no longer freely disposes of its assets, the Contractor is free to terminate the agreement immediately and with immediate effect or to cancel the order or contract, without any obligation on its part to pay any compensation or compensation. In that case, the claims of the Contractor against the Client are immediately due and payable.

If the Client cancels an order or agreement in whole or in part, then the products delivered or prepared for delivery, as well as any parts of the work already performed by the Contractor, will be invoiced in full to the Client.

**Article 5 Liability and Indemnity**

If the Contractor is liable, this liability is limited to what is regulated in this provision.

The Contractor is not liable for damage of any kind resulting from the Contractor relying on incorrect and/or incomplete data provided by the Client, unless the incorrectness or incompleteness should have been known to the Contractor.

If the Contractor is liable for direct damage, then that liability is limited to a maximum of the amount of the fee stipulated for the relevant agreement, at least for that part of the agreement to which the liability relates.

The liability of the Contractor is at all times limited to the amount paid out in the relevant case under the professional liability insurance taken out by the Contractor, plus the amount of the excess applicable under that insurance.

Notwithstanding the provisions of the preceding paragraphs of this article, there is no liability on the part of the Contractor for damage arising from intent or gross negligence.

**Article 6 Force Majeure**

The Contractor is not obliged to fulfill any obligation towards the Client if he is hindered in doing so as a result of a circumstance that is not due to fault and is not accountable to him by law, a legal act, or generally accepted practice.

In these general terms and conditions, force majeure is understood to mean, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, over which the Contractor cannot exercise any influence, but as a result of which the Contractor is unable to fulfill its obligations. Work strikes in the company of the Contractor shall be considered as force majeure.

The Contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Contractor should have fulfilled his obligation.

During the period of force majeure, the obligations of the parties are suspended. If the period in which performance of the obligations by the Contractor is not possible due to force majeure lasts longer than two months, both parties are entitled to terminate the agreement without any obligation to compensate for damage to the other party.

If the Contractor has already partially fulfilled or can fulfill its obligations at the time the force majeure occurs, and the part fulfilled or to be fulfilled has independent value, the Contractor is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.

**Article 7 Payment and Collection Costs**

Payment must be made within 14 days after the invoice date, in a manner to be indicated by the Contractor in the currency of the invoice, unless otherwise indicated in writing by the Contractor. The Contractor is entitled to invoice periodically.

If the Client fails to pay an invoice on time, the Client is legally in default. The Client owes interest on the amount due of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate applies. The interest on the amount due will be calculated from the moment the Client is in default until the moment of payment of the full amount owed.

The Contractor has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest that has become due and finally to reduce the principal sum and the current interest. The Contractor may, without being in default as a result, refuse an offer for payment if the Client designates a different order for the allocation of the payment. The Contractor may refuse full payment of the principal sum if the accrued and current interest and collection costs are not also paid.

The Client is never entitled to set off the amount owed to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation.

If the Client is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is generally accepted in Dutch debt collection practice, currently the calculation method according to the collection rate. However, if the Contractor has incurred higher costs for collection that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client will also owe interest on the collection costs owed.

**Article 8 Retention of Title**

All goods delivered by the Contractor, which include the activities of the Contractor, remain the property of the Contractor until the Client has properly fulfilled all its obligations under the agreement(s) concluded with the Contractor.

The Client is not authorized to pledge or encumber in any other way the goods falling under the retention of title.

If third parties seize goods delivered subject to retention of title or wish to establish or assert rights thereon, the Client is obliged to immediately inform the Contractor thereof.

The Client undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion, and water damage as well as against theft and to make the policy of this insurance available for inspection on first demand.

Goods delivered by the Contractor that fall under the retention of title pursuant to the provisions of this article may only be resold in the context of normal business operations and may never be used as a means of payment.

In the event that the Contractor wishes to exercise its property rights mentioned in this article, the Client now grants unconditional and irrevocable permission to the Contractor or third parties to be designated by the Contractor to enter all those places where the property of the Contractor is located and to take back those goods.

**Article 9 Guarantee**

The Contractor guarantees that the products supplied and/or executed by him meet the usual requirements and standards that can reasonably be expected at the time of delivery and for which they are intended under normal use in the Netherlands.

The guarantee referred to in paragraph 1 of this article applies to a period of 12 months after delivery, unless the nature of the agreement dictates otherwise or if the parties have agreed otherwise. If the guarantee provided by the Contractor concerns a product that has been produced by a third party, the guarantee is limited to that provided by the manufacturer of the product, unless stated otherwise.

Any form of guarantee will lapse if a defect has arisen as a result of or resulting from incorrect or improper use thereof or use after the expiry date, incorrect storage or maintenance thereof by the Client and/or third parties when, without written permission from the Contractor, the Client or third parties have made changes to the product, including repairs not carried out by the Contractor, or if the defect arises from other causes that are not attributable to the Contractor.

**Article 9 Liability**

If Contractor is liable, this liability is limited to what is regulated in this provision.

Contractor is not liable for any damage, of whatever nature, arising because Contractor relied on incorrect and/or incomplete data provided by or on behalf of the Client.

If Contractor is liable for any damage, Contractor’s liability is limited to a maximum of the invoice value of the order, at least to that part of the order to which the liability relates.

In any case, Contractor’s liability is always limited to the amount paid out by its insurer in the relevant case.

Contractor is only liable for direct damage.

Direct damage exclusively refers to the reasonable costs incurred to determine the cause and extent of the damage, to the extent that the determination relates to damage within the meaning of these terms and conditions, the possible reasonable costs incurred to have the defective performance of Contractor conform to the agreement, insofar as these can be attributed to Contractor, and reasonable costs incurred to prevent or limit damage, to the extent that the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. Contractor is never liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.

The limitations of liability contained in this article do not apply if the damage is due to intent or gross negligence on the part of Contractor or its managerial subordinates.

**Article 10 Indemnification**

Client indemnifies Contractor against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to factors other than Contractor. If Contractor is held liable by third parties for this reason, Client is obliged to assist Contractor both out of court and in legal proceedings and to take immediate action as expected in such cases. Should Client fail to take adequate measures, Contractor is entitled, without notice of default, to take such measures itself. All costs and damages incurred by Contractor and third parties as a result thereof are fully borne by and at the risk of Client.

**Article 11 Intellectual Property**

Contractor reserves all rights and authorities granted to it under the Copyright Act and other intellectual property laws and regulations. Contractor has the right to use the knowledge gained through the execution of an agreement for its own purposes, provided no strictly confidential information of Client is disclosed to third parties.

**Article 12 Applicable Law and Disputes**

Dutch law applies exclusively to all legal relationships in which Contractor is a party, even if an obligation is wholly or partially performed abroad or if a party involved in the legal relationship resides there. The application of the Vienna Sales Convention is excluded.

The court in the place of business of Contractor has exclusive jurisdiction to hear disputes, unless the law mandatorily prescribes otherwise. Nevertheless, Contractor has the right to submit the dispute to the competent court according to the law.

Parties will only bring a dispute before a court after they have made every effort to settle the dispute amicably.

**Article 13 Location and Amendment of General Terms and Conditions**

These terms and conditions are filed with the Chamber of Commerce in Hoofddorp.

The most recently filed version shall always apply, or the version that was in effect at the time the legal relationship with Contractor was established.

The Dutch text of the general terms and conditions shall always prevail in their interpretation.