General Terms and Conditions

Article 1 General

1. These terms apply to every quotation, offer and agreement between Alder Digital B.V., hereinafter referred to as "Contractor", and a Client to which Contractor has declared these terms applicable, insofar as the parties have not expressly departed from these terms in writing.
2. These terms apply equally to acts of third parties engaged by Contractor in connection with the/an assignment. These general terms and conditions are also written for the benefit of Contractor's staff and its management.
3. The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.
4. If one or more provisions of these general terms and conditions are at any time wholly or partly void or annulled, the remainder of these general terms and conditions shall continue to apply in full. Contractor and the Client shall then consult with each other in order to agree new provisions to replace the void or annulled provisions, observing the purpose and intent of the original provisions as far as possible.
5. If there is uncertainty about the interpretation of one or more provisions of these general terms and conditions, that interpretation must be made 'in the spirit' of those provisions.
6. If a situation arises between the parties that is not governed by these general terms and conditions, that situation must be assessed in the spirit of these general terms and conditions.
7. If Contractor does not always require strict compliance with these terms, this does not mean that their provisions do not apply, or that Contractor would to any extent lose the right to require strict compliance with the provisions of these terms in other cases.

Article 2 Quotations and offers

1. All quotations and offers from Contractor are without obligation, unless the quotation states a period for acceptance. If no acceptance period is stated, the offer always lapses after 30 days.
2. Contractor cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part of them, contain an obvious mistake or clerical error.
3. Prices stated in a quotation or offer are exclusive of VAT and other government levies, and of any costs to be incurred under the agreement, including travel and accommodation, shipping and administrative costs, unless stated otherwise.
4. If the acceptance departs (whether or not on minor points) from the offer set out in the quotation or the offer, Contractor is not bound by it. The agreement is then not concluded in accordance with that differing acceptance, unless Contractor indicates otherwise.
5. A composite price quotation does not oblige Contractor to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Term of the agreement, performance periods, passing of risk, performance and amendment of the agreement, price increase

1. The agreement between Contractor and the Client is entered into for a definite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
2. Where a period has been agreed or stated for the performance of certain work or the delivery of certain goods, this is never a strict deadline. If a period is exceeded, the Client must therefore give Contractor written notice of default. Contractor must be allowed a reasonable period in which to perform the agreement after all.
3. Contractor shall perform the agreement to the best of its insight and ability and in accordance with the requirements of good workmanship, all on the basis of the state of knowledge known at that time.
4. Contractor is entitled to have certain work carried out by third parties. The applicability of artikel 7:404, 7:407 lid 2 en 7:409 BW (the Dutch Civil Code) is expressly excluded.
5. If Contractor, or third parties engaged by Contractor, carry out work in connection with the assignment at the Client's location or at a location designated by the Client, the Client shall provide free of charge the facilities those staff reasonably require.
6. Contractor is entitled to perform the agreement in stages and to invoice the part so performed separately.
7. If the agreement is performed in stages, Contractor may suspend performance of those parts belonging to a following stage until the Client has approved the results of the preceding stage in writing.
8. The Client shall ensure that all information which Contractor states is necessary, or which the Client should reasonably understand to be necessary for performing the agreement, is provided to Contractor in good time. If the information needed to perform the agreement has not been provided to Contractor in good time, Contractor is entitled to suspend performance of the agreement and/or to charge the Client the additional costs arising from the delay at the rates then usual. The performance period does not begin before the Client has made the information available to Contractor. Contractor is not liable for damage of any kind arising because Contractor relied on incorrect and/or incomplete information provided by the Client.
9. If it emerges during performance of the agreement that it is necessary to amend or supplement the agreement in order to perform it properly, the parties shall adjust the agreement in good time and by mutual consultation. If the nature, scope or content of the agreement is amended, whether or not at the request or on the instructions of the Client, the competent authorities and so on, and the agreement is thereby amended qualitatively and/or quantitatively, this may have consequences for what was originally agreed. The amount originally agreed may as a result be increased or reduced. Contractor shall give a price quotation for this in advance as far as possible. An amendment of the agreement may also change the performance period originally stated. The Client accepts the possibility that the agreement will be amended, including a change in price and in the performance period.
10. If the agreement is amended, including by way of a supplement, Contractor is entitled to perform it only after approval has been given by the person authorised within Contractor and the Client has agreed to the price stated for performance and to the other conditions, including the time then to be determined at which performance will take place. Failure to perform the amended agreement, or failure to perform it immediately, does not constitute a breach by Contractor and is no ground for the Client to terminate or cancel the agreement.
11. Contractor may refuse a request to amend the agreement without being in default, if this could have qualitative and/or quantitative consequences, for example for the work to be carried out or the goods to be delivered in that connection.
12. If the Client fails to properly perform what it is required to do towards Contractor, the Client is liable for all loss arising on Contractor's side directly or indirectly as a result.
13. If Contractor agrees a fixed fee or fixed price with the Client, Contractor is nevertheless entitled at all times to increase that fee or price, without the Client being entitled to terminate the agreement for that reason, if the price increase arises from a power or obligation under legislation or regulations, or has its cause in a rise in the price of raw materials, wages and so on, or on other grounds that were not reasonably foreseeable when the agreement was entered into.
14. If the price increase other than as a result of an amendment of the agreement amounts to more than 10% and takes place within three months of the agreement being concluded, then only the Client that may invoke titel 5 afdeling 3 van Boek 6 BW (Book 6 of the Dutch Civil Code) is entitled to terminate the agreement by written statement, unless Contractor is then still willing to perform the agreement on the basis of the amount originally agreed; or if the price increase arises from a power or an obligation resting on Contractor under the law; or if it has been stipulated that delivery will take place more than three months after the agreement is concluded; or, in the case of delivery of goods, if it has been stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension, termination and early cancellation of the agreement

1. Contractor is entitled to suspend performance of its obligations or to terminate the agreement if the Client does not perform, does not fully perform or does not perform in good time its obligations under the agreement; if circumstances that come to Contractor's knowledge after the agreement is concluded give good ground to fear that the Client will not perform its obligations; if the Client was asked when the agreement was concluded to provide security for performance of its obligations under the agreement and that security is not forthcoming or is insufficient; or if, because of the delay on the Client's side, Contractor can no longer be required to perform the agreement on the conditions originally agreed.
2. Contractor is further entitled to terminate the agreement if circumstances arise of such a nature that performance of the agreement is impossible, or if circumstances otherwise arise of such a nature that Contractor cannot reasonably be required to maintain the agreement unchanged.
3. If the agreement is terminated, Contractor's claims against the Client become immediately due and payable. If Contractor suspends performance of its obligations, it retains its rights under the law and the agreement.
4. If Contractor suspends performance or terminates the agreement, it is in no way obliged to compensate any loss or costs arising in any way as a result.
5. If the termination is attributable to the Client, Contractor is entitled to compensation for the loss, including the costs, arising directly and indirectly as a result.
6. If the Client does not perform its obligations under the agreement and that non-performance justifies termination, Contractor is entitled to terminate the agreement forthwith and with immediate effect without any obligation on its part to pay any damages or compensation, while the Client is obliged to pay damages or compensation on the ground of its breach.
7. If the agreement is cancelled early by Contractor, Contractor shall, in consultation with the Client, arrange for the transfer of work still to be carried out to third parties. This does not apply if the cancellation is attributable to the Client. If the transfer of the work entails additional costs for Contractor, these are charged to the Client. The Client is obliged to pay these costs within the period stated for that purpose, unless Contractor indicates otherwise.
8. In the event of liquidation, of surséance van betaling (a Dutch court-ordered suspension of payment) or of an application for it, of bankruptcy, of attachment against the Client — if and insofar as the attachment has not been lifted within three months — of debt restructuring or of any other circumstance as a result of which the Client can no longer freely dispose of its assets, Contractor is free to cancel the agreement forthwith and with immediate effect, or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation.
9. Contractor's claims against the Client become immediately due and payable in that case.
10. If the Client cancels an order placed, in whole or in part, then the work that has been carried out and the goods ordered or prepared for it, increased by any supply, transport and delivery costs of those goods and by the working time reserved for performing the agreement, are charged to the Client in full.

Article 5 Force majeure

1. Contractor is not obliged to perform any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault and for which it is not accountable under the law, a juridical act or generally accepted views.
2. In these general terms and conditions, force majeure means, in addition to what is understood by it in law and case law, all external causes, foreseen or unforeseen, over which Contractor can exercise no influence but as a result of which Contractor is unable to perform its obligations. This includes strikes at Contractor's business or at that of third parties. Contractor also has the right to invoke force majeure if the circumstance that prevents (further) performance of the agreement arises after Contractor should have performed its obligation.
3. Contractor may suspend the obligations under the agreement for as long as the force majeure lasts. If that period lasts longer than two months, either party is entitled to terminate the agreement, without any obligation to compensate the other party for loss.
4. Insofar as Contractor has, at the time force majeure arises, in the meantime partly performed its obligations under the agreement or will be able to perform them, and the part performed or to be performed has independent value, Contractor is entitled to invoice the part already performed or to be performed separately. The Client is obliged to pay that invoice as if it concerned a separate agreement.

Article 6 Payment and collection costs

1. Payment must always be made within 14 days of the invoice date, in a manner to be indicated by Contractor and in the currency in which the invoice was issued, unless Contractor indicates otherwise in writing.
2. Contractor is entitled to invoice periodically.
3. If the Client fails to pay an invoice in good time, the Client is in default by operation of law. The Client then owes the statutory interest. Interest on the amount due is calculated from the moment the Client is in default until the moment the full amount owed is paid.
4. Contractor has the right to apply payments made by the Client first against the costs, then against the interest that has fallen due and finally against the principal sum and the current interest. Contractor may refuse an offer of payment without thereby being in default if the Client designates a different order for the allocation of the payment. Contractor may refuse full repayment of the principal sum if the interest fallen due and current interest and the collection costs are not paid at the same time.
5. The Client is never entitled to set off what it owes Contractor. Objections to the amount of an invoice do not suspend the obligation to pay. A Client that cannot invoke Section 6.5.3 (afdeling 6.5.3, artikelen 231 tot en met 247 boek 6 BW, on general terms and conditions in the Dutch Civil Code) is likewise not entitled to suspend payment of an invoice for any other reason.
6. If the Client is in default or in breach of the (timely) performance of its obligations, all reasonable costs of obtaining satisfaction out of court are for the Client's account. The extrajudicial costs are calculated on the basis of what is usual in Dutch collection practice, currently the method of calculation under Rapport Voorwerk II (the Dutch guideline for extrajudicial collection costs). If, however, Contractor has incurred higher collection costs that were reasonably necessary, the costs actually incurred qualify for reimbursement. Any judicial and enforcement costs incurred are likewise recovered from the Client. The Client also owes interest on the collection costs due.

Article 7 Retention of title

1. Everything delivered by Contractor in connection with the agreement remains Contractor's property until the Client has properly performed all obligations under the agreement(s) concluded with Contractor.
2. What Contractor has delivered and what falls under the retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment. The Client is not entitled to pledge or in any other way encumber what falls under the retention of title.
3. The Client must always do everything that can reasonably be expected of it to safeguard Contractor's property rights.
4. If third parties attach what has been delivered under retention of title, or wish to establish or assert rights over it, the Client is obliged to inform Contractor immediately. The Client further undertakes to insure and keep insured what has been delivered under retention of title against fire, explosion and water damage as well as against theft, and to make the policy of that insurance available to Contractor for inspection on first request. In the event of any payment under the insurance, Contractor is entitled to those monies. Insofar as necessary, the Client undertakes towards Contractor in advance to cooperate with everything that may be or prove to be necessary or desirable in that connection.
5. Should Contractor wish to exercise the property rights referred to in this article, the Client gives Contractor and third parties designated by Contractor unconditional and irrevocable permission in advance to enter all those places where Contractor's property is located and to take it back.

Article 8 Warranties, inspection and complaints, limitation period

1. The goods to be delivered by Contractor meet the usual requirements and standards that can reasonably be set for them at the time of delivery and for which they are intended in normal use in the Netherlands. The warranty referred to in this article applies to goods intended for use within the Netherlands. In the case of use outside the Netherlands, the Client must itself verify whether their use is suitable for use there and whether they meet the conditions set for that use. Contractor may in that case set other warranty conditions and other conditions in respect of the goods to be delivered or the work to be carried out.
2. The warranty referred to in paragraph 1 of this article applies for a period of three months after delivery, unless the nature of what has been delivered dictates otherwise or the parties have agreed otherwise. If the warranty given by Contractor concerns goods produced by a third party, the warranty is limited to the one given for them by the producer of the goods, unless stated otherwise.
3. Any form of warranty lapses if a defect has arisen as a result of, or arises from, injudicious or improper use of the goods or use after the expiry date, incorrect storage or maintenance by the Client and/or by third parties, or where the Client or third parties have made or attempted to make changes to the goods without Contractor's written permission, have attached other items to them that should not be attached to them, or have processed or worked them in a manner other than the one prescribed.
4. Nor is the Client entitled to warranty if the defect has arisen through or is the result of circumstances over which Contractor can exercise no influence, including weather conditions (such as, for example but not exclusively, extreme rainfall or temperatures) and so on.
5. The Client is obliged to inspect, or have inspected, what has been delivered immediately at the moment the goods are made available to it or the work concerned has been carried out. In doing so, the Client must examine whether the quality and/or quantity of what has been delivered corresponds with what was agreed and meets the requirements the parties have agreed in that respect. Any visible defects must be reported to Contractor in writing within fourteen days of delivery. Any defects that are not visible must be reported to Contractor in writing forthwith, but in any event within fourteen days of their discovery. The report must contain as detailed a description of the defect as possible, so that Contractor is able to respond adequately. The Client must give Contractor the opportunity to investigate, or have investigated, a complaint.
6. If the Client complains in good time, this does not suspend its obligation to pay. In that case the Client also remains obliged to take delivery of and pay for the other goods ordered and for what it has instructed Contractor to do.
7. If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
8. If it is established that goods are defective and a complaint has been made about them in good time, Contractor shall, at its option, replace the defective goods or arrange for their repair, or pay the Client substitute compensation for them, within a reasonable period after receiving them back or, if returning them is not reasonably possible, after written notification of the defect by the Client. In the case of replacement, the Client is obliged to return the replaced goods to Contractor and to transfer title to them to Contractor, unless Contractor indicates otherwise.
9. If it is established that a complaint is unfounded, the costs arising as a result, including the investigation costs incurred on Contractor's side, are entirely for the Client's account.
10. After the warranty period has expired, all costs of repair or replacement, including administrative, shipping and call-out costs, are charged to the Client.
11. Contrary to the statutory limitation periods, the limitation period for all claims and defences against Contractor and against the third parties involved by Contractor in the performance of an agreement is one year.

Article 9 Liability

1. If Contractor should be liable, that liability is limited to what is set out in this provision.
2. Contractor is not liable for damage of any kind arising because Contractor relied on incorrect and/or incomplete information provided by or on behalf of the Client.
3. If Contractor should be liable for any loss, Contractor's liability is limited to at most once the invoice value of the order, or at any rate to that part of the order to which the liability relates.
4. Contractor's liability is in any event always limited to the amount paid out by its insurer in the case at hand.
5. Contractor is liable only for direct loss.
6. Direct loss means exclusively the reasonable costs of establishing the cause and extent of the loss, insofar as that determination relates to loss within the meaning of these terms; any reasonable costs incurred to make Contractor's defective performance conform to the agreement, insofar as these can be attributed to Contractor; and reasonable costs incurred to prevent or limit loss, insofar as the Client shows that these costs led to a limitation of direct loss as referred to in these general terms and conditions. Contractor is never liable for indirect loss, including consequential loss, lost profit, missed savings and loss due to business interruption.
7. The limitations of liability set out in this article do not apply if the loss is due to intent or gross negligence on the part of Contractor or its managerial subordinates.

Article 10 Indemnity

1. The Client indemnifies Contractor against any claims by third parties who suffer loss in connection with the performance of the agreement and the cause of which is attributable to someone other than Contractor. If third parties should hold Contractor liable on that ground, the Client is obliged to assist Contractor both out of court and in court and to do without delay everything that may be expected of it in that case. Should the Client fail to take adequate measures, Contractor is entitled to do so itself, without notice of default. All costs and loss arising as a result on the side of Contractor and of third parties are entirely for the Client's account and risk.

Article 11 Intellectual property

1. Contractor reserves the rights and powers to which it is entitled under the Auteurswet (the Dutch Copyright Act) and other intellectual property legislation and regulations. Contractor has the right to use the knowledge gained on its side through the performance of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is thereby brought to the knowledge of third parties.

Article 12 Governing law and disputes

1. All legal relationships to which Contractor is a party are governed exclusively by Dutch law, even where an obligation is performed wholly or partly abroad or where the party involved in the legal relationship is domiciled there. The applicability of the Weens Koopverdrag (the Vienna Sales Convention, the UN Convention on Contracts for the International Sale of Goods) is excluded.
2. The court in the place where Contractor is established has exclusive jurisdiction to hear disputes, unless mandatory law prescribes otherwise. Contractor nevertheless has the right to submit the dispute to the court having jurisdiction under the law.
3. The parties shall not apply to the court until they have made every effort to settle a dispute by mutual consultation.

Article 13 Where to find these terms, and amendments to them

1. These terms have been filed with the Kamer van Koophandel (the Dutch Chamber of Commerce) under number 94566178.
2. The version most recently filed always applies, or the version that applied at the time the legal relationship with Contractor came into being.
3. The Dutch text of the general terms and conditions is always decisive for their interpretation.