General Terms and Conditions of Sale

Article 1. Scope and definitions

1.1 These General Terms and Conditions apply to all agreements, quotations, offers, orders, invoices and credit notes (hereinafter the “Agreement”) between Applied Research Laboratory Europe B.V., registered office at Losplaats 12, Uden, 5404 NJ, the Netherlands, Chamber of Commerce number 27306279 (hereinafter “ARLE”) and any natural or legal person, whether or not governed by public law (hereinafter the “Buyer”), except where and to the extent expressly agreed otherwise in writing. They form an integral part of the Agreement between the parties. By accepting a quotation or placing an order with ARLE, the Buyer acknowledges and confirms that it has read and accepted these General Terms and Conditions in advance, and waives the applicability of its own general terms and conditions, however named. ARLE reserves the right to amend its General Terms and Conditions, with prior notice to the Buyer.

1.2 These General Terms and Conditions also apply to all Agreements with ARLE for the performance of which third parties must be engaged.

Article 2. Formation and amendment of the Agreement

2.1 All offers and quotations made by ARLE, in whatever form, are without obligation unless the offer states a period for acceptance. An Agreement is formed only through written (order) confirmation by ARLE or through actual performance by ARLE.

2.2 If the Buyer’s order concerns made-to-order items, the Buyer shall supply ARLE with all necessary information and specifications for the product to be manufactured (including, but not limited to, dimensions, choice of materials, colours, mechanical components, functionality and the like), on the basis of which ARLE shall, where applicable, prepare a production drawing and/or technical data sheet for the product to be produced, which is submitted to the Buyer for approval. The Buyer is entirely responsible for the specifications it supplies, on the basis of which ARLE will deliver the made-to-order product to the Buyer.

2.3 “Made-to-order products” means, among other things, all items ordered at the Buyer’s request that must meet specific technical requirements or of which the Buyer wishes certain characteristics to be changed to suit its own specific needs.

2.4 ARLE is always entitled to refuse to supply made-to-order products without stating reasons.

2.5 Obvious clerical errors or mistakes in ARLE’s offers and quotations release it from its obligation to perform and/or from any resulting liability for damages, even after the Agreement has been formed.

2.6 ARLE reserves the right to suspend performance of an order where the Buyer’s account with ARLE shows a negative outstanding balance or where the Buyer shows signs of financial incapacity or negative solvency.

2.7 ARLE reserves the right, where applicable, to change the composition of the materials it uses, or the manner of producing and treating the ordered custom-made products, insofar as this does not materially detract from the quality and technical capabilities of the ordered custom-made products.

2.8 If the Buyer’s acceptance deviates (on subordinate points) from the offer contained in the quotation, ARLE is not bound by it. The Agreement is then not formed in accordance with this deviating acceptance, unless ARLE indicates otherwise in writing.

2.9 If, during performance of the Agreement, it appears that proper performance requires the work to be changed and/or supplemented, the parties will amend the Agreement accordingly in good time and in mutual consultation. The Agreement may only be amended in writing with the agreement of both parties.

2.10 If the parties agree that the Agreement is to be changed and/or supplemented, the time of completion of performance may be affected as a result. ARLE will notify the Buyer of this as soon as possible.

2.11 If the change to and/or supplementing of the Agreement has financial and/or qualitative consequences, ARLE will inform the Buyer of this in advance to the best of its ability.

2.12 If a fixed rate has been agreed, ARLE will indicate to what extent the change or supplementing of the Agreement results in that fixed rate being exceeded.

2.13 The Buyer may not cancel an order accepted by ARLE without ARLE’s prior written consent. Regardless of ARLE’s right to demand performance of the Agreement, ARLE and the Buyer agree that, in the event of cancellation by the Buyer, compensation will be owed of at least 30% of the price of the cancelled order, as compensation for the costs incurred and loss of income, without ARLE having to prove the existence or extent of the damage, and notwithstanding ARLE’s right to claim higher compensation upon proof of greater damage.

2.14 The Buyer acknowledges and accepts that an order for made-to-order products can under no circumstances be cancelled by the Buyer. From the moment ARLE has confirmed the order to the Buyer, the Buyer is at all times obliged to take delivery of the order and pay the full price, unless otherwise agreed in writing with ARLE.

Article 3. Prices

3.1 Unless stated otherwise, all prices are quoted in euros and exclusive of VAT. Except where expressly stated otherwise in writing in ARLE’s quotation and/or order confirmation, the prices offered exclude, among other things (and to the extent applicable): transport costs (where applicable), insurance costs, packaging costs, installation and assembly costs, technical support and/or after-sales service.

3.2 Any special additional costs relating to the import and/or customs clearance of items to be delivered by ARLE to the Buyer, or other levies imposed by government authorities, are not included in the price and are therefore exclusively for the Buyer’s account.

3.3 The amounts shown in ARLE’s (order) confirmation are based on the prices, exchange rates, wages, taxes and other factors relevant to the price level existing at the time of the (order) confirmation. If, after the (order) confirmation, a change in cost price occurs in one or more of these objective factors, ARLE is entitled to adjust the agreed price accordingly. It will notify the Buyer of this immediately. If a price increase is applied pursuant to this provision, and the increase amounts to more than 10% of the total agreed amount, the Buyer has the right to terminate the Agreement in writing and free of charge within 48 hours after it became aware, or could have become aware, of this price increase.

3.4 Prices are subject to exchange-rate risks. ARLE reserves the right, in the event these exchange rates rise, to pass on the corresponding changes to the Buyer.

3.5 A combined price quotation does not oblige ARLE to deliver part of the items included in the offer or quotation for a corresponding part of the quoted price.

3.6 Offers or quotations do not automatically apply to repeat orders.

Article 4. Performance of the Agreement

4.1 ARLE will perform the Agreement to the best of its insight and ability and in accordance with the requirements of good workmanship, based on the state of the art known at that time.

4.2 If and insofar as proper performance of the Agreement so requires, ARLE has the right to have certain work carried out by third parties.

4.3 The Buyer shall ensure that all data which ARLE indicates are necessary, or which the Buyer should reasonably understand to be necessary for the performance of the Agreement, are provided to ARLE in good time. If the data required for performance of the Agreement have not been provided to ARLE in good time, ARLE has the right to suspend performance of the Agreement and/or to charge the Buyer, at the usual rates, for the additional costs resulting from the delay.

4.4 ARLE is not liable for damage of any kind arising because ARLE relied on incorrect and/or incomplete data supplied by the Buyer.

4.5 If it has been agreed that the Agreement will be performed in phases, ARLE may suspend performance of those parts belonging to a subsequent phase until the Buyer has approved the results of the preceding phase in writing.

4.6 If work is carried out under the assignment by ARLE or by third parties engaged by ARLE at the Buyer’s premises or at a location designated by the Buyer, the Buyer shall provide, free of charge, the facilities reasonably required by those staff.

Article 5. Delivery

5.1 Delivery takes place in accordance with the applicable ICC Incoterm (2020) Ex Works from ARLE’s warehouse or that of a third party designated by it.

5.2 If, notwithstanding Article 5.1, it is expressly agreed that ARLE will arrange transport of the items, ARLE will act only as agent, and both the costs and the risk of loss, damage and theft before, during and after transport are for the Buyer’s account, except in the case of intent or fraud on the part of ARLE. The Buyer is also responsible for unloading the container itself, unless otherwise agreed in writing. If ARLE nevertheless has to carry out unloading, ARLE will charge the costs of this to the Buyer. This provision applies regardless of whether the Buyer or one of its representatives was present at delivery and regardless of whether a delivery note was signed by the Buyer or one of its representatives. The mention of a different ICC Incoterm (2020) on ARLE’s order confirmation does not affect this provision.

5.3 The Buyer is obliged to take delivery of the items at the moment ARLE delivers them, or has them delivered, to it, or at the moment they are made available to it under the Agreement. If the delivered items are not taken within 3 days of being made available, ARLE is entitled to store the items for the account and at the risk of the Buyer.

5.4 If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, ARLE is entitled to store the items for the account and at the risk of the Buyer.

5.5 If ARLE requires data from the Buyer for the performance of the Agreement, the delivery time starts to run once the Buyer has made this data available to ARLE.

5.6 The delivery periods stated in offers, quotations, agreements or otherwise are always given by ARLE to the best of its ability, and these periods will be observed as far as possible, taking into account the availability of the items. The Buyer acknowledges that, unless expressly agreed otherwise, this delivery date for items is purely indicative. ARLE’s failure to observe this indicative period shall in no case give rise to termination of the Agreement or to a right to compensation. Partial deliveries are always permitted. A delay in payment by the Buyer of certain advances on the sale price may give rise to a proportionate delay in the delivery period.

5.7 ARLE is entitled to deliver the items in parts, unless this has been deviated from in the Agreement or the partial delivery has no independent value. ARLE is entitled to invoice what has thus been delivered separately.

5.8 If it has been agreed that the Agreement will be performed in phases, ARLE may suspend performance of those parts belonging to a subsequent phase until the Buyer has approved the results of the preceding phase in writing.

Article 6. Samples and models

6.1 If a sample or model has been shown or provided to the Buyer, it is presumed to have been provided merely as an indication, without the item having to correspond to it, unless it is expressly agreed that the item will conform to it.

6.2 If ARLE has provided a sample or model to the Buyer for examination or testing, the risk relating to the delivered item passes to the Buyer in every respect, and the Buyer indemnifies ARLE, upon first request, against all claims brought against ARLE by third parties in respect of the items delivered under the Agreement. Testing and examination take place for the account and at the risk of the Buyer.

Article 7. Payment

7.1 Payment must be made without suspension and/or set-off within 14 days of the invoice date, in a manner specified by ARLE, in the currency in which it was invoiced. Objections to the amount of the invoices do not suspend the payment obligation.

7.2 If the Buyer fails to pay within the 14-day period, the Buyer is in default by operation of law. The Buyer then owes interest of 1% per month, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate applies. Interest on the due amount will be calculated from the moment the Buyer is in default until the moment the full amount has been paid.

7.3 From the invoice due date, the invoice amount is increased by operation of law and without notice of default by a fixed compensation of 10% of the outstanding invoice amount, with a minimum of EUR 250.00 per late-paid invoice, to cover the extrajudicial collection costs of the invoices. The parties agree that this fixed increase is a genuine estimate of the loss suffered by ARLE due to late payment by the Buyer.

7.4 Any reasonable judicial and enforcement costs incurred are likewise for the Buyer’s account. The Buyer owes interest on the collection costs incurred.

7.5 ARLE always has the right, both before and after the Agreement is formed, to demand security for payment or advance payment, suspending performance of the Agreement by ARLE until such security has been provided and/or the advance payment has been received by ARLE. If advance payment is refused, ARLE is entitled to terminate the Agreement and the Buyer is liable for the resulting damage suffered by ARLE.

7.6 ARLE is entitled to suspend the release of items which it holds for the Buyer in connection with performance of the Agreement, until all payments owed by the Buyer to ARLE have been paid in full.

7.7 In the event of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, all of ARLE’s claims against the Buyer are immediately due and payable.

7.8 ARLE has the right to apply payments made by the Buyer first to the costs, then to the interest that has fallen due, and finally to the principal sum and current interest.

7.9 ARLE may, without thereby being in default, refuse an offer of payment if the Buyer designates a different order of allocation.

7.10 ARLE may refuse full repayment of the principal sum if the interest that has fallen due and is current, as well as the costs, are not also paid at the same time.

7.11 ARLE has the possibility of charging a credit-restriction surcharge of 2%. This surcharge is not owed in the event of payment within 7 days of the invoice date.

7.12 Invoices not disputed in writing within eight calendar days of dispatch are deemed to have been definitively accepted.

Article 8. Retention of title

8.1 All items delivered by ARLE, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of ARLE until the Buyer has fulfilled all obligations under all Agreements concluded with ARLE.

8.2 The Buyer is not authorised to pledge or otherwise encumber items subject to retention of title.

8.3 If third parties levy attachment on items delivered subject to retention of title, or wish to establish or assert rights to them, the Buyer is obliged to notify ARLE of this as soon as may reasonably be expected.

8.4 The Buyer undertakes to insure and keep insured items delivered subject to retention of title against fire, explosion and water damage, as well as theft, and to make the policy for this insurance available for inspection upon first request.

8.5 Items delivered by ARLE that are subject to retention of title under paragraph 1 of this Article may only be resold in the ordinary course of business and may never be used as a means of payment.

8.6 If the Buyer fails to fulfil its payment obligations towards ARLE, or ARLE has good reason to fear that the Buyer will fail to fulfil those obligations, ARLE is entitled to repossess the items delivered subject to retention of title. The Buyer undertakes - if necessary on behalf of a third party (buyer) or holder - that, upon ARLE’s first request, it will disclose where the items are located and that these will be made available again to ARLE at the Buyer’s cost and risk, if ARLE so requests. To the extent necessary, ARLE is hereby granted an irrevocable mandate to repossess the items, as well as a mandate to enter the necessary premises for this purpose. After repossession, the Buyer will be compensated for the market value of the repossessed goods, which can in no case be higher than the original price the Buyer had agreed with ARLE for them, less the costs arising for ARLE from the repossession.

Article 9. Warranty, conformity and acceptance

9.1 ARLE warrants that the items to be delivered meet the usual and reasonable requirements and standards that may be set for them and are free of defects.

9.2 The Buyer is required to examine, or have examined, the delivered items at the moment of delivery, but in any event within as short a period as possible. In doing so, the Buyer should examine whether the quality and quantity of what has been delivered correspond to what has been agreed, or at least meet the requirements that normally apply in (trade) practice.

9.3 The warranty referred to in paragraph 1 applies for a period of 12 months after delivery.

9.4 If the items to be delivered do not meet these warranties, ARLE will, within a reasonable period after receiving them, or, if return is reasonably not possible, after written notice of the defect by the Buyer, at ARLE’s choice, either replace or arrange for repair of the item. In the case of replacement, the Buyer undertakes to return the replaced item to ARLE and to transfer ownership to ARLE.

9.5 Complaints about defects (including those covered by the manufacturer’s or supplier’s warranty, where that warranty was agreed directly with the Buyer) must, on pain of forfeiture, be reported to ARLE by means of a reasoned registered letter no later than eight calendar days after receipt of the items (in the case of visible defects) and no later than eight calendar days after discovery (in the case of hidden defects). Use or any resale of the items extinguishes any liability of ARLE. The claim relating to hidden defects must be brought within thirty calendar days of discovery of the defect or after it should reasonably have been discovered. Complaints and/or disputes, of whatever nature, never entitle the Buyer to suspend performance of its obligations towards ARLE, nor to cancel the full order or delivery. If the complaint is well-founded, ARLE’s maximum liability will in any event not exceed the agreed price of the relevant delivery of the items.

9.6 The warranty referred to in paragraph 1 does not apply where the defect has arisen as a result of improper or unintended use, or where, without ARLE’s written consent, the Buyer or third parties have made or attempted to make changes to the item, or have used it for purposes for which the item is not intended.

9.7 The warranty referred to in paragraph 1 does not apply if ARLE has made a sample or model available for examination or testing.

9.8 If the warranty provided by ARLE concerns an item produced by a third party, the warranty is limited to that provided by the manufacturer of the item.

Article 10. Suspension and termination

10.1 ARLE is entitled to suspend performance of its obligations under the Agreement, or to terminate the Agreement wholly or partly out of court to the Buyer’s detriment, without any obligation to pay compensation and without prejudice to its other rights, if:

10.2 The Buyer fails to fulfil, does not properly fulfil, or does not fully fulfil, its obligations under the Agreement;

10.3 After the Agreement is concluded, circumstances that come to ARLE’s attention give good reason to fear that the Buyer will not fulfil its obligations. Where there is good reason to fear that the Buyer will only partly or improperly fulfil its obligations, suspension is only permitted to the extent justified by the shortcoming;

10.4 The Buyer was requested, when the Agreement was concluded, to provide security for the fulfilment of its obligations under the Agreement, and this security is not forthcoming or is insufficient.

10.5 In the event of a default by the Buyer, after the Buyer has been given written notice of default with a period of fourteen (14) days, and the Buyer has still not fulfilled its obligations within that period;

10.6 In the event of bankruptcy, suspension of payment, cessation of activities, dissolution or winding-up of the Buyer;

10.7 In the event of the Buyer’s failure to fulfil its essential obligations under the Agreement, including but not limited to its payment obligation;

10.8 Where the Buyer’s conduct has, or threatens to have, adverse consequences for ARLE’s reputation and/or where there are facts or indications of unlawful, fraudulent or deceitful use by the Buyer of the items sold by ARLE; in the event of the Buyer’s failure to comply with applicable statutory obligations, including but not limited to the regulations referred to in Article 14 et seq. of these terms.

10.9 If the Agreement is terminated, ARLE’s claims against the Buyer are immediately due and payable. If ARLE suspends performance of its obligations, it retains its rights under the law and the Agreement.

10.10 ARLE always retains the right to claim compensation.

Article 11. Return of items made available

11.1 If ARLE has made items available to the Buyer in the performance of the Agreement, the Buyer is required to return what has thus been supplied within 14 days after termination of the Agreement, in its original condition, free of defects and complete. If the Buyer fails to fulfil this obligation, all resulting costs are for its account, and ARLE has the right to recover from the Buyer the resulting damage and costs, including the costs of replacement.

Article 12. Liability

12.1 If items delivered by ARLE are defective, ARLE’s liability towards the Buyer is limited to what is provided for under “Warranties” in these terms.

12.2 To the extent permitted by law, ARLE’s maximum liability will not exceed the agreed price of the items that caused or suffered the damage. Liability is moreover at all times limited to a maximum of the amount to be paid out in the relevant case by ARLE’s insurer, if the amount calculated according to the first sentence is higher.

12.3 ARLE is not liable for the consequences of the use of the delivered items and any consequences that the Buyer, a third party or their property may suffer as a result of the items delivered, installed and/or transported. The sale is and remains placed on order and at the risk of the Buyer, who is liable for any accidents and offences. The Buyer is also liable for all damage (including fire) caused by the items, and will, where applicable, indemnify ARLE for this.

12.4 ARLE does not guarantee the quality of its items in the event of abnormal use, poor maintenance, alteration of the items, or (dis)assembly or repair by the Buyer.

12.5 ARLE is, except in the case of its own fraud or intentional fault, not responsible for incidental damage or consequential damage (including, but not limited to, damage to property, financial loss, lost profit, damage due to business interruption, staff costs, damage to third parties, loss of income, reputational damage, data loss…). The Buyer hereby waives any recourse against ARLE and/or its representatives in this respect.

12.6 The Buyer indemnifies ARLE against any claims by third parties who suffer damage in connection with the performance of the Agreement and which is attributable to the Buyer.

12.7 The Buyer is responsible for obtaining the licences, exemptions and permits required by government authorities in respect of the items delivered.

12.8 The Buyer undertakes to comply with all applicable national, European and international laws and regulations regarding the use, export, re-export, transit, transfer or any other act relating to the items delivered, including but not limited to: European Regulation (EU) 2021/821 (the “Dual-Use Regulation”); the European sanctions regimes and embargoes established by the Council of the European Union (including Regulation (EU) No 269/2014, Regulation (EU) No 833/2014, and subsequent amendments); all applicable Belgian legislation on strategic goods, arms trade and export control; and all other applicable national, European or international regulations, regardless of whether these are explicitly mentioned here.

12.9 The Buyer expressly indemnifies ARLE against all claims, damage, costs, fines, claims or proceedings of whatever nature arising from or in connection with (i) the use, exploitation, resale, export or any other act relating to the delivered goods by the Buyer or any third party to whom the Buyer makes the items available, and (ii) the Buyer’s failure to comply with any applicable regulation, sanction, embargo, export restriction or other obligation, regardless of whether it has been listed here.

12.10 ARLE is not liable for any direct or indirect damage, fine or loss arising from the Buyer’s use of the goods or from the Buyer’s failure to comply with any applicable regulation.

Article 13. Force majeure and hardship

13.1 Except for provisions of mandatory law or public policy, ARLE is not liable if a shortcoming results from Force Majeure or Hardship. During the period in which there is Force Majeure or Hardship, ARLE may, depending on the situation, at its own discretion and without any prior notice of default or judicial intervention being required, and without any right to compensation for the Buyer: (1) propose to the Buyer to replace the missing items and/or components with a functional equivalent; (2) suspend performance of its obligations (at least temporarily) and/or (3) invite the Buyer to renegotiate the terms of performance of the Agreement in good faith.

13.2 The term “Force Majeure” or “Hardship” as referred to in this Article means, in any event: unforeseen circumstances, including of an economic nature, arising through no fault of ARLE, including but not limited to: natural disasters, wars, hostilities, attacks, whether in the Netherlands or in any other country where any establishments of ARLE or its supply and sister companies are located, illness, machine breakdowns, technical accidents, fire or flooding, serious disruptions to the business, cyberattacks, forced reduction in production, extreme price increases of materials and/or raw materials, scarcity of materials and/or raw materials, unavailability of materials and/or raw materials, economic sanctions imposed against any country where any establishments of ARLE or its supply and sister companies are located, strikes and lock-outs, both at ARLE and at its suppliers, delays in transport or delayed or incorrect delivery of goods or materials, such as energy, raw materials or components by third parties, including ARLE’s suppliers. The Buyer’s inability to fulfil its payment obligations as a result of insolvency or lack of financial means is not considered Force Majeure or Hardship.

13.3 To the extent that, at the time Force Majeure occurs, ARLE has in the meantime partly fulfilled its obligations under the Agreement, or will be able to fulfil them, and independent value attaches to the part performed or to be performed, ARLE is entitled to invoice the part already performed or to be performed separately. The Buyer is required to pay this invoice as if it were a separate Agreement.

13.4 ARLE is furthermore entitled to terminate the Agreement, without being obliged to pay any compensation, if circumstances occur that are such that performance of the Agreement is impossible or, by standards of reasonableness and fairness, can no longer be required, or if circumstances otherwise occur that are such that unaltered continuation of the Agreement cannot reasonably be expected.

Article 14. Sanctions legislation, import and export controls

14.1 Each party will comply with all applicable laws and regulations regarding the import, export, re-import or re-export of the items sold by ARLE, as well as any economic sanctions programmes.

14.2 Except as otherwise agreed in writing, the Buyer is solely responsible for obtaining, at its own expense, the required import and/or export licences and other permits relating to the import of the delivered items, and will make these available to ARLE without delay upon first request.

14.3 The Buyer will indemnify and fully compensate ARLE for all liabilities, losses, damage, claims, costs or expenses of whatever nature that ARLE suffers or incurs as a result of, or in connection with, any failure by the Buyer, its officers, agents or subcontractors to comply with applicable export regulations and economic sanctions programmes, or any provision of this clause.

Article 15. Anti-bribery and corruption

15.1 The Buyer undertakes, at all times, throughout the term of the Agreement and thereafter, to comply with all applicable laws and regulations on anti-bribery, anti-corruption and anti-money-laundering, and to make every effort to ensure that its staff, agents, representatives, subcontractors and any other person acting in its name and/or on its behalf comply with these laws and regulations, including the controlled conditions and the laws and regulations explicitly in force in the jurisdiction of its registered office and/or place of establishment and, where applicable, in the performance of the Agreement.

15.2 If there is a suspicion that the Buyer has violated the aforementioned laws and regulations on combating bribery, corruption and money laundering, ARLE has the right to terminate the Agreement immediately, in writing and without any compensation.

15.3 The Buyer will indemnify ARLE for all losses and damage that ARLE suffers or incurs in connection with a breach of the aforementioned laws and regulations.

Article 16. Cybersecurity

16.1 The Buyer undertakes to comply with all applicable laws, regulations, guidelines and industry standards regarding cybersecurity. The Buyer will take appropriate technical and organisational measures to safeguard the security of network and information systems and will make all reasonable efforts to prevent incidents. The Buyer is liable for all damage arising from non-compliance with these obligations and indemnifies ARLE against claims by third parties in this respect.

16.2 The Buyer acknowledges and undertakes to comply, during the term of this Agreement, in any event with all obligations arising from: European Directive 2016/1148 (NIS1) and European Directive 2022/2555 (NIS2).

16.3 The Buyer will make every effort to comply with the specific requirements of this legislation and will immediately notify ARLE in writing of any possible breaches, violations and/or incidents that may have an impact on the security of network and information systems.

16.4 The Buyer is liable for, and indemnifies ARLE against, all damage arising from a full or partial failure to comply with the NIS1 and NIS2 legislation, including damage caused by late communication of incidents.

16.5 ARLE reserves the right to suspend or terminate the Agreement if it appears that the Buyer does not comply with applicable cybersecurity legislation. In no case will ARLE be liable for any damage or loss resulting from such suspension or termination.

Article 17. Anti-slavery and compliance

17.1 The Buyer undertakes to respect the human rights of its staff members and to comply with all applicable laws and regulations on modern slavery, and consequently not to engage in any activity, practice or conduct that could be regarded as modern slavery.

17.2 The Buyer will promptly inform ARLE of the commencement of any formal proceedings relating to modern slavery, including (but not limited to): a formal legal claim; a complaint to a supervisory authority; a non-judicial complaint, including complaints filed with international aid organisations, international governmental and non-governmental organisations.

17.3 The Buyer declares and warrants that, to its knowledge, it is not aware of any instances of modern slavery directly or indirectly connected with its business activities, products, services or supply chains.

Article 18. Other indemnities

18.1 The Buyer indemnifies ARLE against claims by third parties relating to intellectual property rights in materials or data supplied by the Buyer that are used in the performance of the Agreement.

18.2 If the Buyer supplies ARLE with data carriers, electronic files or software, etc., it warrants that these data carriers, electronic files or software are free of viruses and defects.

18.3 At ARLE’s request, the Buyer must supply all information necessary to demonstrate that it complies with the obligations set out in Articles 14 to 17.

Article 19. Intellectual property and copyright

19.1 No sale of items, nor any suggestions made by ARLE regarding possible applications, designs and/or uses of the items it sells, constitutes, in any way - whether implicitly or expressly - a transfer or grant of any licence in respect of intellectual property rights relating to the items and owned by, or licensed to, ARLE and/or its affiliated companies. Nor do they constitute a recommendation for the use of such items, applications or designs that may infringe intellectual property rights.

19.2 The Buyer is not permitted to make changes to the items, unless the nature of what has been delivered dictates otherwise or it has been agreed otherwise in writing.

19.3 Any designs, sketches, drawings, films, software and other materials or (electronic) files created by ARLE in connection with the Agreement remain the property of ARLE, regardless of whether they have been handed to the Buyer or to third parties, unless agreed otherwise.

19.4 Any documents provided by ARLE, such as designs, sketches, drawings, films, software, (electronic) files, etc., are intended solely for use by the Buyer and may not be reproduced, disclosed or brought to the knowledge of third parties by it without ARLE’s prior consent, unless the nature of the documents provided dictates otherwise.

19.5 ARLE retains the right to use, for other purposes, any knowledge gained as a result of the performance of the work, insofar as no confidential information is thereby disclosed to third parties.

Article 20. Confidentiality and data protection

20.1 Both parties are obliged to keep confidential all confidential information they have obtained from each other or from another source in connection with their Agreement. Information is considered confidential if this has been communicated by a party or if this reasonably follows from the nature of the information.

20.2 If, pursuant to a statutory provision or a judicial decision, ARLE is obliged to disclose confidential information to third parties designated by law or by the competent court, and ARLE cannot invoke, in this respect, a statutory right of non-disclosure, or one recognised or permitted by the competent court, ARLE is not obliged to pay damages or compensation, and the other party is not entitled to terminate the Agreement on the basis of any damage arising as a result.

20.3 Both parties undertake to comply with applicable privacy legislation, including but not limited to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “General Data Protection Regulation”). Further arrangements between the parties regarding the processing of personal data will, where required, be set out in a data processing agreement.

Article 21. Non-solicitation of staff

21.1 During the term of the Agreement and for one year after its termination, the Buyer will not, in any manner, except after proper business consultation has taken place with ARLE in this respect, employ (or attempt to employ) or otherwise, directly or indirectly, have working for it, employees of ARLE or of undertakings which ARLE has called upon for the performance of this Agreement and who are or have been involved in the performance of the Agreement.

Article 22. Severability

22.1 As far as possible, the provisions of these General Terms and Conditions and of the Agreement are interpreted in a manner that is valid and enforceable under the applicable law.

22.2 The (partial) nullity, unenforceability, ineffectiveness or non-performability of one or more provisions of these General Terms and Conditions or of the Agreement does not affect the application of the other provisions thereof and does not affect its validity. ARLE and the Buyer will then consult with a view to agreeing new provisions to replace the void or annulled provisions, taking into account, as far as and to the extent possible, the purpose and intent of the original provision.

Article 23. Applicable law and competent court

23.1 All Agreements concluded with ARLE, as well as disputes connected with them, are governed exclusively by Dutch law, excluding the Vienna Convention on Contracts for the International Sale of Goods.

23.2 In the event of disputes arising from the Agreement or these General Terms and Conditions, which form an integral part of it, only the court of ARLE’s place of establishment has jurisdiction to hear disputes, unless the sub-district court (kantonrechter) has jurisdiction. Nevertheless, ARLE has the right to submit the dispute to the court that has jurisdiction by law.

23.3 The parties will only resort to the court after they have made every effort to settle a dispute in mutual consultation.