Definitions

1.1 In these terms and conditions, the following definitions shall apply:

1. General Terms and Conditions: these General Terms and Conditions of Sale and Delivery, filed with the Chamber of Commerce under number 08212892.
2. BOW: Seller and user of these General Terms and Conditions, the private limited liability company BOW B.V., registered in the Commercial Register of the Chamber of Commerce under number 08212892.
3. Buyer: the person with whom BOW concludes a contract for the purchase and delivery of Products.
4. Third Party: the party who performs work and services on the products supplied by BOW at Buyer's request. The third party is expressly not a party to the contract made or to be made between BOW and Buyer.
5. Quotation: any oral, written or electronic offer made by BOW.
6. Order: any oral, written or electronic request by Buyer to BOW for delivery of Products.
7. Contract: any Contract entered into between BOW and Buyer, any amendment or supplement thereto, as well as all (legal) acts in preparation and execution of such Contract.
8. Parties: BOW and Buyer together.
9. Products: all products to be supplied by BOW or third parties engaged by BOW.
10. Services means all work and other activities that are the subject of any offer, quotation, contract or other legal acts in the relationship between BOW and Buyer. Services in these General Terms and Conditions do not include services performed by third parties, unless a provision indicates otherwise. 

General

2.1 These General Terms and Conditions shall apply to all Contracts between BOW and Buyer and all BOW's quotations, offers, work and deliveries. These General Terms and Conditions shall also apply to deliveries of Products which BOW has a third party supply. These General Terms and Conditions shall also apply to further or follow-up contracts between BOW and Buyer.

2.2 Deviations from these General Terms and Conditions shall only be valid if expressly agreed to in writing or electronically by BOW and Buyer. In that case, the expressly agreed deviating provisions shall prevail. Departure from these Terms and Conditions by contract shall not imply that such departure shall also apply to previous or subsequent contracts between BOW and the Buyer. 

2.3 Applicability of Buyer's general terms and conditions is expressly excluded. 

2.4 If one or more of the provisions of these General Terms and Conditions should be invalid or annulled in whole or in part, the other provisions of these General Terms and Conditions shall remain in full force and effect. In that case, BOW and Buyer shall consult together in order to agree on a new provision to replace the void or annulled provision which shall, as far as possible, reflect the purpose and purport of the void or annulled provision or at least the intention of the parties when the contract was concluded.

2.5 BOW shall be entitled to amend these General Terms and Conditions. The amended Terms and Conditions shall be deemed to have been accepted if the Buyer has not objected to the amended Terms and Conditions within 14 days after the amended Terms and Conditions have been sent to it or have become known to it.

Offers, quotations and agreement

3.1 All Offers in which no validity period is indicated shall be without obligation. Quotations which include a period for acceptance by BOW shall be valid during this period, after which the offer shall lapse. An Offer which does not contain a period for acceptance may be revoked by BOW at any time until acceptance. If BOW has not specified a period for acceptance in the Quotation, the Quotation shall in any case expire after 30 days.

3.2 The models, illustrations, drawings and measurements shown, attached or communicated with the Offers shall give a general representation of the articles offered. Changes in construction, as a result of which the actual execution differs from the said models, illustrations, drawings or measurements, but which do not substantially alter the technical and aesthetic execution of the articles, shall not oblige BOW to pay any compensation and shall not entitle the Buyer to refuse receipt or payment of the goods supplied.

3.3 BOW expressly reserves the intellectual property rights to all illustrations, drawings and models supplied by it to Buyer. The illustrations, drawings and models provided by BOW to the Buyer shall remain its property at all times and must be returned to it by the Buyer immediately upon first request. The Buyer may not remove or alter any indications of intellectual property rights on/in the Products supplied or made available by BOW. The Buyer may not reproduce, disclose, exploit or exhibit BOW's material subject to intellectual property rights without BOW's permission. 

3.4 BOW cannot be held to its Quotation if Buyer can reasonably understand that the Quotation, or any part thereof, contains an obvious mistake or slip of the pen.

3.5 Unless the parties expressly agree otherwise, contracts shall be entered into by BOW under the suspensive condition that Buyer is sufficiently creditworthy. If BOW does not notify the Buyer in writing within one month of entering into the contract that the contract cannot be performed due to the Buyer's insufficient creditworthiness, the contract shall become final, on the understanding that BOW may at any time exercise the right described in paragraph 6.

3.6 If Buyer is in default vis-à-vis BOW in the performance of any Contract, BOW shall be entitled at any time, even after it has accepted an Order in whole or in part, before proceeding with delivery, to require Buyer to provide additional security.

3.7 A Contract between BOW and Buyer shall only come into existence when BOW and Buyer have both signed the Quotation within the period for acceptance or when BOW and Buyer have both signed another type of written agreement. If Buyer has signed the Quotation outside the period for acceptance, the contract shall still be formed when BOW has confirmed the Contract to Buyer in writing or electronically. The scope and content of the Agreement shall be as it follows from the written or electronic record between the Parties, BOW's written or electronic confirmation being leading.

3.8 If reservations and/or amendments are included by Buyer in the acceptance with respect to the Quotation made by BOW, the Contract shall, notwithstanding the foregoing, not come into effect until after an authorized representative of BOW has agreed to these reservations and/or amendments in writing or electronically.

3.9 If the Quotation has been provided orally or if the written Quotation has not (yet) been signed by both Parties, the Contract shall be deemed to have been concluded when BOW commences performance of the Contract at Buyer's request. 

3.10 If the Buyer places an Order with BOW in writing or electronically or orally, which has not been preceded by a Quotation from BOW, a Contract shall only come into existence after BOW confirms the Order in writing or electronically within 14 days of receipt of the Order or after BOW has commenced performance of the Order. The scope and content of the Agreement shall be as it follows from the written or electronic record between the Parties, BOW's written or electronic confirmation being leading.

Prices

4.1 Unless otherwise stated, the prices stated in an Offer shall be exclusive of VAT and other government levies, and exclusive of any costs and expenses to be incurred in connection with the Contract, such as shipping and administrative costs. These levies and (dis)costs will be charged separately by BOW, unless the Parties agree otherwise in writing.

4.2 In issuing Offers, BOW assumes that it will be able to perform the delivery of the Products under normal and customary circumstances. In the event that special circumstances arise which require BOW to incur additional costs, BOW shall notify the Buyer and BOW shall be entitled to charge the Buyer for the additional costs. 

4.3 As regards the services provided by BOW and the amounts owed for them by Buyer, the relevant documents and data from BOW's administration or systems shall constitute full proof, without prejudice to Buyer's right to provide evidence to the contrary. 

Execution of agreement and delivery

5.1 After the Contract is established, BOW shall proceed to perform the Contract and deliver the Products as stated in the Contract.

5.2 If BOW requires (further) data from the Buyer for the performance of the contract, the period of performance shall not commence until the Buyer has made such data available to BOW correctly and completely.

5.3 All specified and/or agreed delivery times or delivery periods shall be based on data and circumstances known to BOW at the time the Contract was concluded. These delivery periods or delivery dates shall always be target periods and shall never be regarded as deadlines, unless expressly agreed otherwise between the Parties in writing. BOW shall make every effort to comply with the relevant delivery periods or delivery dates as far as possible, but the mere fact that a delivery period or date is exceeded shall not constitute default. A mere delay in delivery shall never entitle the Buyer to dissolve the Contract or to any form of compensation. 

5.4 If a reasonable period for delivery is exceeded, the Buyer must give BOW written notice of default. BOW must be given a reasonable period of time to still perform the contract.

5.5 BOW shall be entitled to deliver in parts (partial deliveries), which partial deliveries it may invoice separately (partial invoices). The Buyer shall be obliged to pay these partial invoices. 

5.6 The Buyer shall do everything that can reasonably be expected of the Buyer to enable BOW to deliver on time, failing which BOW shall be entitled to suspend its obligation to deliver.

5.7 BOW shall deliver Products when they are ready for delivery to the Buyer's business address. All risks relating to Products to be delivered by BOW shall pass to the Buyer at the time of delivery of the Products.

5.8 Buyer shall be obliged to take delivery of the Products at the time they are delivered. If Buyer refuses to take delivery of the Products ordered or fails to provide information or instructions necessary for delivery, BOW shall be entitled:

1. deliver the Products by written notice, in which case BOW will store the Products with it or a third party, which shall be at Buyer's risk and expense, including the risk of deterioration; or
2. give Buyer written notice of default, giving Buyer a reasonable period of time to still perform the Agreement and take delivery of the Products, and failing that proceed to dissolve all or part of the Agreement, and sell and deliver the Products to third party(ies).

5.9 If Buyer fails in the proper performance of the Contract, including but not limited to Buyer's refusal to accept the Products ordered, Buyer shall be liable for all direct and indirect damages in any form whatsoever (including costs), which BOW suffers as a result. 

Amendment of Agreement and additional work

6.1 If during the performance of the Agreement it appears that for a proper performance thereof it is necessary to amend or supplement it, the Parties will proceed to amend the Agreement in a timely manner and by mutual agreement. 

6.2 If the nature, scope or content of the Contract is changed, this may affect the price and term of performance originally agreed upon. Where this is the case, BOW shall inform Buyer as far in advance as possible of the new price and term of execution. Buyer accepts the possibility of amending the Agreement, including the change in price and term of performance.

6.3 If the Agreement is amended, including a supplement, BOW shall be entitled to suspend performance of the original Agreement until Buyer has agreed in writing to the price, term of performance and other conditions specified for performance of the amended Agreement.

6.4 If it is necessary for the proper performance of the Contract to amend the Contract, Buyer shall be obliged, within reason, to cooperate. If Buyer refuses to agree in writing to the changes to be made within a reasonable period and on unreasonable grounds, BOW shall be entitled to dissolve the Contract in whole or in part, without being obliged to pay compensation for any damage to Buyer. 

6.5 Without being in default of performance of the Contract, BOW may refuse a Buyer's request to change the Contract if this could have qualitative and/or quantitative consequences, for example for the Products to be supplied. 

6.6 If BOW is required to perform work for Buyer which is not laid down in the Contract between the Parties, or if costs arise as a result of Buyer's actions, explicitly including extra transport and/or assembly costs, such work/costs shall be regarded as additional work and charged as such. Buyer is obliged to ensure payment thereof. 

6.7 The occurrence of additional work during the execution of the Agreement shall never constitute grounds for termination or dissolution of the Agreement by Buyer.

Payment 

7.1 Payment shall be made in the manner and within the period as described in the order confirmation or indicated on the invoice.

7.2 BOW may stipulate that the Buyer make a down payment or full payment in advance or provide security for payment within a specified period of time before executing the Contract. If BOW wishes to cover the Products to be supplied by it with a credit insurer of its choice, it may require Buyer to cooperate with a credit assessment. If Buyer does not make the down payment or full payment in advance within the specified period or does not provide the requested security or refuses to cooperate with a credit assessment or if no positive credit assessment is given, BOW shall be entitled to suspend performance of the Contract or to dissolve the Contract in whole or in part without prior notice of default. In the event of suspension or dissolution, BOW shall never be liable for any compensation. 

7.3 Unless otherwise agreed, payment of all sums owed by Buyer to BOW shall be due within 7 days of the invoice date.

7.4 If the Agreement is concluded with more than one Buyer, then all Buyers are jointly and severally liable to fulfill the payment obligations under the Agreement. 

7.5 If Buyer has objections to the invoice received, Buyer shall notify BOW of these objections in writing within 5 days of the date of the invoice, failing which the correctness of the invoice shall be established.

7.6 The Buyer shall never be entitled to suspend and/or set off its payment obligations to BOW against a claim against BOW.

7.7 If Buyer does not pay the invoice within the payment term, Buyer will automatically be in default without prior notice of default being required. Buyer shall owe BOW contractual interest of 1% per month or part of a month on what it owes from the date of default, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate shall apply.

7.8 All costs, both judicial and extrajudicial, incurred by BOW to enforce its rights shall be borne by the Buyer. The extrajudicial collection costs shall be set at 15% of the amount due, with a minimum of €200. 

7.9 The value date on the bank statement is decisive and shall be regarded as the payment date. Regardless of what the Buyer states at the time of payment, payments made by the Buyer shall first be applied to reduce the extrajudicial costs owed, then to reduce the interest falling due and finally to reduce the principal sum. Payments shall also be applied to the oldest outstanding claims.

7.10 BOW shall always be entitled to suspend (further) performance of the Contract if Buyer fails to meet its payment obligations. If BOW suspends all or part of its obligations to Buyer, the provisions of Articles 8.2 and 8.3 shall also apply to the Parties.

7.11 After Buyer is in default, BOW may demand performance or dissolve the Contract in whole or in part. 

7.12 In the event of dissolution or suspension of the Contract, BOW shall never be liable to Buyer for any form of compensation. 

Fear not fulfillment

8.1 If circumstances come to BOW's attention after the Agreement is concluded which give BOW good reason to fear that the Buyer will not fulfil one or more of the obligations, or will not do so correctly and/or on time, such as in the event of a moratorium, (imminent) bankruptcy, or if any part of the Buyer's assets have been or are attached for conservatory or executory purposes, all of the Buyer's payment obligations towards BOW, on whatever grounds, shall become immediately due and payable in full. BOW shall be entitled to demand immediate payment of these due amounts or to demand security for these due amounts.

8.2 In such cases, BOW shall also be entitled to suspend performance of its (delivery) obligations towards the Buyer until payment and/or security has been provided for all payment obligations. If BOW proceeds to suspension, it shall in no way be obliged to compensate the Buyer for any damage and costs incurred in any way as a result.

8.3 Buyer shall be liable for all damages resulting from the circumstances mentioned in this article on BOW's part.

Retention of title

9.1 Ownership of the Products supplied to Buyer by BOW shall not pass to Buyer until Buyer has fulfilled all its payment obligations under the relevant Contract(s), including payment of costs and interest. BOW shall also not lose its ownership if and/or because Buyer processes or treats the Products supplied. As long as the Buyer has not made full payment, the Products supplied shall remain BOW's property, within the limits of Article 3:92 of the Civil Code.

9.2 The Buyer shall always do everything that can reasonably be expected of him to secure BOW's property rights.

9.3 The Buyer may not dispose of Products still owned by BOW in any way other than in the ordinary course of its business. This does not include using the Products to provide security in any way, expressly including pledging, pawning or removal of the Products from the Buyer's registered office or address where they were delivered by BOW.  

9.4 If third parties seize Products delivered under retention of title or wish to establish rights to them or in the event of (imminent) moratorium or bankruptcy, the Buyer is obliged to inform BOW immediately.

9.5 The Buyer shall be obliged to assign all rights of claim which the Buyer may have against third parties in respect of Products delivered by BOW but not (yet) (fully) paid for by BOW to BOW by way of assignment forthwith on BOW's request.

9.6 The Buyer shall be obliged to insure the Products supplied against damage, including fire and water damage, as well as theft, for the duration of the retention of title and to make the insurance policy available to BOW for inspection on first demand. If the insurance pays out, BOW shall be entitled to this payment and the Buyer shall cooperate with an assignment thereof to BOW. In this context, the Buyer shall be obliged to inform BOW immediately if he submits a request for payment to the insurer.

9.7 If Buyer fails in any way to comply with any of the obligations mentioned in 7.3 to 7.6, Buyer forfeits, without any notice of default being required and without judicial intervention, an immediately payable penalty of € 500 per day for each day that this non-compliance continues. This penalty is not subject to mitigation. 

9.8 If the Buyer does not fulfil his payment obligations or if there is a well-founded fear that he will not fulfil his payment obligations, BOW shall be entitled to remove, or arrange for the removal of, the Products supplied to which BOW's title rests from the Buyer or from third parties holding these Products for the Buyer. The Buyer shall be obliged to cooperate fully to this end on penalty of an immediately payable fine of 10% of all that the Buyer owes BOW for each day or part of a day that the Buyer fails to comply with this obligation, without prejudice to BOW's right to demand performance of the obligations under the Contract, dissolution of the Contract and/or damages. For returned Products, Buyer shall be credited for the market value of the returned Products on the day of return.

Duty to investigate and complaint period 

10.1 Buyer is obliged to examine the delivered goods, or have them examined, immediately at the time that the Products are made available to it. The Buyer must examine whether the quality and/or quantity of the Products delivered corresponds to what has been agreed and meets the requirements that the parties have agreed in this respect. The Buyer must report any defects to BOW in writing immediately after discovery, but no later than 8 days after delivery. If the Buyer demonstrates that he could not reasonably have discovered the defect within the aforementioned period (hidden defect), the Buyer must report the defect to BOW in writing within 8 days of discovery, or at least within 8 days after the defect could reasonably have been discovered.

10.2 The complaint must contain as detailed a description as possible of the defect, including the invoice number, packing slip and date of delivery, so that BOW is able to respond adequately. The buyer must give BOW the opportunity to investigate a complaint (or have one investigated).

10.3 If a complaint has not been reported within the period specified in Article 10.1 and/or does not meet the requirements specified in Article 10.2, then all of Buyer's rights with regard to the detected defect or shortcoming shall lapse. Buyer shall then no longer be entitled to repair, replacement or compensation.

10.4 The Buyer's timely complaint does not suspend its payment obligation. Buyer will remain obliged to take delivery and pay for the Products delivered even in that case.

10.5 If a complaint is declared founded by BOW, BOW shall have the option either to improve/repair or redeliver the relevant part of the delivery to Buyer or to send a credit note to Buyer for the relevant part of the delivery, which shall then be considered cancelled. If a complaint is declared founded, Buyer shall not be entitled to any other form of compensation (for damages).

10.6 If it is established that a complaint is unfounded, the costs incurred by BOW, including investigation costs, shall be borne by the Buyer. 

Returning

11.1 Buyer shall be entitled to return Products to BOW only with BOW's prior written consent. BOW will inform Buyer whether Buyer may return the Products or whether it will retrieve the Products. Products specially customized for the Buyer and/or Products in any color other than white or black cannot be returned to BOW by the Buyer.  

11.2 In the event of a return by Buyer, Products shall remain at Buyer's expense and risk until BOW receives the Products. 

11.3 Returns that have not been preceded by a detailed complaint and written authorization from BOW to return are not permitted. Acceptance of an unapproved return does not constitute BOW's consent to the return. In the event that the Buyer returns the Products contrary to this provision or appears to have returned them without justifiable reason, BOW shall keep the returned Products, insofar as they have not been refused by BOW, at the Buyer's disposal, which shall be at the Buyer's risk and expense. BOW will then hold the Products without any acknowledgement of the correctness of a complaint.

11.4 Fully or partially processed Products and damaged Products will never be returned.

11.5 The cost of return shipments shall always be borne by the Buyer.

Compliance BOW, warranties, default

12.1 BOW will use its best efforts to deliver the Products to the Buyer in the same quantity and quality as ordered by the Buyer. 

12.2 Announcements by or on behalf of BOW regarding the quality, composition, design, color, size, finish, properties in the broadest sense, etc. of the Products supplied shall only be regarded as guarantees if they are expressly confirmed in writing in the form of a guarantee by BOW.

12.3 If Buyer has delivered the Products supplied by BOW to third parties, it is established that BOW has properly fulfilled the Contract.

12.4 Minor deviations with regard to quality, color, size, weight, finish, etc., which are deemed to be permissible in the market or technically unavoidable, as well as normal wear and tear of the Products supplied, shall never constitute grounds for a shortcoming on BOW's part.

Product recall

13.1 In urgent cases, where BOW will judge whether a case is urgent, the Buyer shall be obliged to return the Products already delivered to BOW at BOW's first request and, in the event that the Products have already been delivered by the Buyer to third parties, to retrieve them from the third parties as far as possible. In the event that BOW proceeds with a product recall, the Buyer shall be obliged in this respect to take all measures that BOW deems necessary and to comply with all of BOW's instructions. Buyer shall take damage control measures to the extent possible. In the event BOW decides to proceed with a product recall, BOW shall only be obliged to either replace the Products or to send a credit note to Buyer for the recalled Products. In the event of a product recall, BOW shall not be obliged to pay any compensation to Buyer.

13.2 Failure to comply with the provisions of Clause 13.1 shall render Buyer liable for all resulting direct and indirect damages on BOW's part.

Force majeure

14.1 BOW shall not be obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance which is not attributable to fault, nor for its account under the law, a legal act or generally accepted practice as referred to in Article 6:75 of the Dutch Civil Code.

14.2 In addition to its definition in law and jurisprudence, force majeure shall in these General Terms and Conditions mean all external causes, whether foreseen or unforeseen, which are beyond BOW's control and as a result of which BOW is unable to fulfil its obligations or as a result of which fulfilment by BOW becomes impossible, difficult and/or so costly that fulfilment of the contract cannot reasonably be expected of BOW. This shall include strikes in BOW's company and its suppliers, as well as extreme weather conditions, interruptions in the supply of energy and the circumstance that BOW does not receive, does not receive in time or does not receive satisfactorily a service which is of importance for the service it is to provide to the Buyer. BOW shall also be entitled to invoke force majeure if the circumstance preventing (further) fulfilment of the contract occurs after BOW should have fulfilled its obligations.

14.3 BOW may suspend the obligations under the Contract during the period of force majeure. If this period lasts longer than two months, each of the Parties shall be entitled to dissolve the Agreement without any obligation to compensate the other Party for any damage. 

14.4 Insofar as BOW had already partially fulfilled its obligations at the time when the force majeure occurred or will be able to fulfill them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, BOW shall be entitled to demand separate payment for the part already fulfilled or to be fulfilled respectively.  

Liability 

15.1 Buyer shall be liable for all damages, losses, costs and expenses incurred by BOW or third parties as a result of or in connection with any failure in the performance of a Contract by Buyer, regardless of whether such damage is caused by Buyer, its personnel or any other (legal) person for whom Buyer is legally liable. 

15.2 If it is established in court or otherwise that BOW is liable to Buyer for damages suffered in connection with the Contract, in tort or for any other reason, such liability shall at all times be limited in its entirety to what is regulated in this provision:

1. BOW shall never be liable for damage caused because BOW relied on incorrect information provided by or on behalf of the Buyer.
2. BOW shall never be liable for Buyer's lost profit, lost income, lost sales, lost savings or damage suffered as a result of business and other stagnation.
3. BOW's liability shall at all times be limited to the amount paid out by BOW's liability insurance policy in such cases.
4. In the event BOW's liability insurer does not pay out for any reason, BOW's liability shall be limited to: 

- the value of the invoice excluding VAT of the Products to which the damaging event relates, at least to that part of the invoice to which the liability relates; 

- or, if the damaging event is not based on any delivery of Products, or no invoice has been sent for them, the value of the last invoice sent by BOW to Buyer prior to the time the damaging event occurred.

In the event that BOW's liability insurer does not pay out for whatever reason, BOW's total liability to Buyer, regardless of the number of incidents causing damage, shall in no event exceed the value of the last invoice sent by BOW to Buyer prior to the time when the event causing damage occurred.

15.3 All subordinates of BOW may invoke the above provisions against Buyer and, if necessary, also against third parties on an equal footing with BOW.

15.4 Damage for which BOW can be held liable must be reported to BOW in writing as soon as possible but no later than 14 days after it occurs, on pain of forfeiture of the right to compensation for such damage. This period shall not apply if the buyer can demonstrate that the damage could not be reported earlier for a valid reason.

15.5 Any liability claim against BOW shall lapse after 12 months after the Buyer becomes aware of the damaging fact or could reasonably have become aware of it. 

Indemnification

16.1 The Buyer shall indemnify BOW in full against all third-party claims for damages, losses, costs and expenses arising from or related to any shortcoming in the performance of a Contract by the Buyer. Should BOW be held liable by third parties, the Buyer shall be obliged to assist BOW both in and out of court and to do immediately all that may be expected of him in such cases. 

Intellectual and industrial property rights

17.1 Buyer shall not, without BOW's prior written consent, use BOW's name, trademarks, and/or designs, all in the broadest sense, or any words, images, or symbols which, in BOW's judgment, may imply BOW's involvement or agreement with any written or oral advertisement or presentation, advice, brochure, newsletter, book, or other published material.

17.2 The Products or works/materials supplied to Buyer by BOW under a Contract shall not constitute a transfer of any intellectual or industrial property rights. All works/materials made available to Buyer by BOW under the Contract shall remain the property of BOW. Buyer shall only use these materials/works for the purposes of and in the context of the performance of the Contract, within the limits of the Contract, and shall not reproduce, disclose, or make them available to third parties in any way, in whole or in part, or use them in any other way without BOW's prior express written consent.  

17.3 The Buyer shall not be permitted to remove or alter any designation concerning copyrights, trademarks, models, trade names or other intellectual and industrial property rights from the Products supplied by BOW or the associated works/materials.

17.4 Buyer shall fully respect all intellectual and industrial property rights of BOW at all times. 

Transfer of rights and obligations

18.1 Buyer is not entitled to sell and/or transfer the rights and/or obligations under the Agreement to a third party.

18.2 BOW shall be entitled to assign its claims for payment or compensation to a third party. 

Secrecy

19.1 Both parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of the assignment. Information is considered confidential if it has been communicated by a party or if it arises from the nature of the information.

Applicable law and competent court

20.1 All agreements concluded under these terms and conditions shall be governed exclusively by Dutch law, even if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is expressly excluded. 

20.2 All disputes, including those regarded as such by only one Party, arising from or relating to any Agreement to which these terms and conditions apply or the performance thereof, shall be settled by the District Court of Overijssel, Location Almelo as court of first instance.