Definitions

1.1 In these general terms and conditions, the following definitions 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: the seller and user of these general terms and conditions, the private limited company BOW B.V., registered in the trade register of the Chamber of Commerce under number 08212892.
3. Buyer: the party with whom BOW concludes an agreement for the purchase and delivery of Products.
4. Third Party: the party that performs work and services on the products delivered by BOW at the request of the Buyer. The third party is explicitly not a party to the agreement that has been or will be concluded between BOW and the Buyer.
5. Quotation: any oral, written, or electronic offer from BOW.
6. Order: any oral, written, or electronic request from the Buyer to BOW for the delivery of Products.
7. Agreement: any Agreement that is concluded between BOW and the Buyer, any amendment or addition thereto, as well as all (legal) acts in preparation for and execution of that Agreement.
8. Parties: BOW and the Buyer jointly.
9. Products: all products to be delivered by BOW or by third parties engaged by BOW.
10. Services: all work and other activities that are the subject of any offer, quotation, agreement, or other legal acts in the relationship between BOW and the 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 apply to all Agreements between BOW and the Buyer and all Quotations, offers, activities, and deliveries of BOW. These General Terms and Conditions also apply to deliveries of Products that BOW has delivered by a third party. These General Terms and Conditions also apply to further or follow-up agreements between BOW and the Buyer.

2.2 Deviations from these General Terms and Conditions are only valid if they have been expressly agreed in writing or electronically by BOW and the Buyer. In that case, the expressly agreed deviating provisions prevail. If these General Terms and Conditions are deviated from in an Agreement, this does not mean that this deviation also applies to earlier or later Agreements between BOW and the Buyer. 

2.3 The applicability of any general terms and conditions of the Buyer is expressly excluded. 

2.4 If one or more provisions in these General Terms and Conditions are wholly or partially void or should be annulled, the remaining provisions of these General Terms and Conditions will remain in full force. In that case, BOW and the Buyer will consult to agree on a new provision to replace the void or annulled provision, which corresponds as closely as possible to the purpose and scope of the void or annulled provision, or at least the intention of the Parties when concluding the Agreement.

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

Offers, quotations and agreements

3.1 All Quotations that do not state a period of validity are without obligation. Quotations in which BOW has included a period for acceptance are valid during this period, after which the offer lapses. A Quotation that does not contain a period for acceptance can be revoked by BOW at any time until acceptance. If BOW has not stated a period for acceptance in the Quotation, the Quotation will in any case lapse after 30 days.

3.2 The models, images, drawings, and dimensions that are shown, attached to, or communicated with the Quotations give a general representation of the articles offered. Changes in the construction, as a result of which the actual implementation deviates from the models, images, drawings, or dimensions referred to, but which do not bring about any essential change in the technical and aesthetic implementation of the articles, do not oblige BOW to any compensation and do not give the Buyer the right to refuse receipt or payment of the delivered goods.

3.3 BOW expressly reserves the intellectual property rights to all images, drawings, and models provided by it to the Buyer. The images, drawings, and models provided by BOW to the Buyer remain its property at all times and must be returned to it immediately by the Buyer at its first request. The Buyer may not remove or change any indications of intellectual property rights on/in the Products delivered or made available by BOW. The Buyer is not permitted to reproduce, publish, exploit, or display material from BOW on which intellectual property rights rest without the permission of BOW. 

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

3.5 Agreements are entered into by BOW under the suspensive condition that the Buyer is sufficiently creditworthy, unless expressly agreed otherwise by the Parties. If BOW does not notify the Buyer in writing within one month at the latest after entering into the agreement that the agreement cannot be executed due to insufficient creditworthiness of the Buyer, the agreement will become final, on the understanding that BOW may at all times make use of its right as described in paragraph six.

3.6 If the Buyer is in default towards BOW in the settlement of any Agreement, BOW is at all times entitled, even after it has processed an Order in whole or in part, to demand that the Buyer provide additional security before proceeding to delivery.

3.7 An Agreement between BOW and the Buyer is only concluded when BOW and the Buyer have both signed the Quotation within the acceptance period or when BOW and the Buyer have both signed another type of written agreement. If the Buyer has signed the Quotation outside the acceptance period, the agreement will still be concluded if BOW has confirmed the Agreement to the Buyer in writing or electronically. The scope and content of the agreement is as it follows from the written or electronic record between the Parties, whereby the written or electronic confirmation from BOW is leading.

3.8 If the Buyer includes reservations and/or changes in the acceptance with respect to the Offer made by BOW, the Agreement, in deviation from the aforementioned, will not be concluded until an authorized representative of BOW has agreed to these reservations and/or changes in writing or electronically.

3.9 If the Offer was provided verbally or if the written Offer has not (yet) been signed by both Parties, the Agreement is deemed to have been concluded when BOW starts the execution of the Agreement at the request of the Buyer. 

3.10 If the Buyer places an Order with BOW in writing, electronically, or verbally, which is not preceded by an Offer from BOW, an Agreement will only be concluded after BOW has confirmed the Order in writing or electronically within 14 days of receipt of the Order, or after BOW has started with the execution of the Order. The scope and content of the Agreement are as stated in the written or electronic record between the Parties, whereby the written or electronic confirmation of BOW is leading.

Prices

4.1 Unless stated otherwise, the prices mentioned in an Offer are exclusive of VAT and other government levies, and exclusive of any (in)costs to be incurred in the context of the Agreement, such as shipping and administration costs. These levies and (in)costs will be charged separately by BOW, unless Parties agree otherwise in writing.

4.2 When issuing Offers, BOW assumes that it will be able to carry out the delivery of the Products under normal and customary circumstances. In the event of special circumstances that cause BOW to incur additional costs, BOW will notify the Buyer of this and BOW has the right to charge the additional costs to the Buyer. 

4.3 With regard to the services performed by BOW and the amounts owed by the Buyer for this, the relevant documents and data from the administration or systems of BOW provide full proof, without prejudice to the right of the Buyer to provide counter-evidence. 

Execution of agreement and delivery

5.1 After the Agreement has been concluded, BOW will proceed to execute the agreement and deliver the Products as stated in the Agreement.

5.2 If BOW requires (further) information from the Buyer for the execution of the agreement, the execution period will not commence until after the Buyer has provided this information to BOW correctly and completely.

5.3 All specified and/or agreed delivery times or delivery periods are based on information and circumstances known to BOW when entering into the Agreement. These delivery times or delivery periods always apply as target periods and are never to be regarded as strict deadlines, unless explicitly agreed otherwise between the Parties in writing. BOW will make every effort to observe the relevant delivery times or delivery periods as much as possible, but a mere exceedance of a delivery time or delivery period does not constitute a shortcoming. A mere delay in delivery never gives the Buyer the right to terminate the Agreement nor the right to any form of compensation. 

5.4 In the event of exceeding a reasonable period for delivery, the Buyer must give BOW written notice of default. BOW must be given a reasonable period to still execute the agreement.

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

5.6 The Buyer is obliged to do everything that can reasonably be expected of the Buyer to enable timely delivery by BOW, failing which BOW is authorized to suspend its delivery obligation.

5.7 BOW delivers the Products when they are ready to the Buyer's place of business. All risks with regard to Products to be delivered by BOW pass to the Buyer at the moment the delivery of the Products has taken place.

5.8 The Buyer is obliged to take delivery of the Products at the moment they are delivered. If the Buyer refuses to take delivery of the ordered Products or is negligent in providing information or instructions necessary for the delivery, then BOW is entitled to:

1. to deliver the Products by means of a written notification, in which case BOW will store the Products at its premises or at a third party, which will be at the expense and risk, including the risk of deterioration of the quality, of the Buyer; or
2. to give the Buyer written notice of default, whereby the Buyer is given a reasonable period to still execute the agreement and take delivery of the Products, and failing that, to proceed to full or partial termination of the Agreement, and to sell and deliver the Products to (a) third party(ies).

5.9 If the Buyer fails to properly fulfill the Agreement, including but not limited to the Buyer's refusal to take delivery of the ordered Products, then the Buyer is liable for all direct and indirect damage in any form whatsoever (including costs), which BOW suffers as a result thereof. 

Amendment to Agreement and additional work

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

6.2 If the nature, scope or content of the Agreement is changed, this may have consequences for the originally agreed price and the originally specified term of execution. BOW will, if this is the case, inform the Buyer as much as possible in advance about the new price and execution period. The Buyer accepts the possibility of amendment of the Agreement, including the amendment in price and term of execution.

6.3 If the Agreement is amended, including an addition, then BOW is entitled to suspend the execution of the original Agreement until the Buyer has given written agreement to the price, execution period and other conditions specified for the execution of the amended Agreement.

6.4 If it is necessary for a proper execution of the Agreement to amend the Agreement, the Buyer is obliged to cooperate within reasonable limits. If the Buyer refuses to give written agreement for the changes to be made within a reasonable period and on unreasonable grounds, BOW has the right to terminate the Agreement in whole or in part, without being obliged to pay compensation for any damage to the Buyer. 

6.5 Without being in default with the fulfillment of the Agreement, BOW may refuse a request from the Buyer to amend the Agreement if this could have consequences in a qualitative and/or quantitative sense, for example for the Products to be delivered. 

6.6 If BOW needs to perform work for the Buyer that is not stipulated in the Agreement between the Parties, or if costs arise due to the Buyer's actions, including explicitly extra transport and/or assembly costs, then these activities/costs will be considered as additional work and charged accordingly. The Buyer is obliged to ensure payment thereof. 

6.7 The occurrence of additional work during the execution of the Agreement never constitutes grounds for the Buyer to terminate or dissolve the Agreement.

Payment 

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

7.2 BOW may stipulate that the Buyer makes a down payment or full advance payment within a certain period, or provides security for the payment, before executing the Agreement. If BOW wishes to cover the Products to be delivered by it with a credit insurer to be determined by it, it may require the Buyer to cooperate with a credit assessment. If the Buyer does not make the down payment or full advance payment within the specified period, or does not provide the required security, or refuses to cooperate with a credit assessment, or if no positive credit assessment is given, BOW is entitled to suspend the execution of the Agreement or to dissolve the Agreement in whole or in part without prior notice of default. In case of suspension or dissolution, BOW is never held to any form of compensation. 

7.3 Unless otherwise agreed, payment of all that the Buyer owes to BOW must be made within 7 days of the invoice date.

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

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

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

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

7.8 All costs, both judicial and extrajudicial, that BOW has to incur to effect its rights, are for the account of the Buyer. The extrajudicial collection costs are set at 15% of the amount due with a minimum of € 200.--. 

7.9 The value date on the bank statement is decisive and is regarded as the payment date. Regardless of what the Buyer states with the payment, the payments made by the Buyer will first be deducted from the extrajudicial costs owed, then from the interest due and finally from the principal. In addition, payments will be deducted from the oldest outstanding claims.

7.10 BOW is always entitled to suspend the (further) execution of the Agreement if the Buyer does not meet its payment obligations. When BOW suspends its obligations towards the Buyer in whole or in part, the provisions of Article 8.2 and 8.3 also apply to the Parties.

7.11 After the Buyer is in default, BOW can demand fulfillment or dissolve the Agreement in whole or in part. 

7.12 In the event of dissolution or suspension of the Agreement, BOW is never held to any form of compensation to the Buyer. 

Fear of non-compliance

8.1 If, after the conclusion of the Agreement, circumstances come to BOW's knowledge that give good reason to fear that the Buyer will not, not correctly and/or not timely fulfill one of the obligations, which includes suspension of payment, (imminent) bankruptcy or if an attachment, either conservatory or executory, is or will be placed on any part of the Buyer's assets, all payment obligations of the Buyer towards BOW, for whatever reason, will become immediately and fully due and payable. BOW is entitled to demand immediate payment of these due and payable claims or to demand security for these due and payable claims.

8.2 In that case, BOW is also authorized to suspend compliance with its (delivery) obligations towards the Buyer until payment and/or security has been provided for all payment obligations. If BOW proceeds to suspension, it is in no way obliged to compensate for damage and costs that arise in one way or another for the Buyer as a result.

8.3 The Buyer is liable for all damage resulting from the circumstances mentioned in this article on the part of BOW.

Retention of title

9.1 The ownership of the Products delivered by BOW to the Buyer will only pass to the Buyer after the Buyer has fulfilled all its payment obligations under the relevant Agreement(s), including the payment of costs and interest. BOW also does not lose its ownership if and/or because the Buyer processes or treats the delivered Products. As long as the buyer has not made full payment, the delivered Products remain the property of BOW, all within the limits of Article 3:92 of the Dutch Civil Code.

9.2 The Buyer is obliged to always do everything that can reasonably be expected of him to safeguard the property rights of BOW.

9.3 The Buyer may not dispose of Products of which the ownership still rests with BOW in any way other than is appropriate within the normal course of its business. This does not include the use of those Products for providing security in any way, including explicitly pledging, pawning or (having) removing the Products from the Buyer's establishment or the Buyer's business address where they were delivered by BOW.  

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

9.5 The Buyer is obliged to transfer to BOW, at BOW's request, all claims that the Buyer may have against third parties with regard to the Products delivered by BOW but not (yet) (fully) paid for, by means of assignment.

9.6 The Buyer is obliged to insure the delivered Products for the duration of the reserved ownership against damage, including fire and water damage, as well as against theft, and to provide the insurance policy for inspection to BOW at its first request. In the event of a right to payment from the insurance, BOW is entitled to this payment and the Buyer will cooperate with an assignment thereof to BOW. In that context, the Buyer is obliged to inform BOW immediately if he makes a request for payment to the insurer.

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

9.8 If the Buyer fails to meet its payment obligations or if there is a well-founded fear that it will not meet its payment obligations, BOW is entitled to retrieve the delivered Products to which BOW retains ownership from the Buyer or from third parties who hold these Products for the Buyer. The Buyer is obliged to provide full cooperation in this regard, subject to an immediately due and payable penalty of 10% of everything the Buyer owes to BOW per day or part of a day that the Buyer fails to fulfill this obligation, without prejudice to BOW's right to demand fulfillment of the obligations under the Agreement, dissolution of the Agreement and/or compensation. For the returned Products, the Buyer will be credited for the market value of the returned Products on the day of the return.

Obligation to investigate and complaint period 

10.1 The Buyer is obliged to (have) examine(d) the delivered goods immediately at the moment the Products are made available to them. In doing so, the Buyer must investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed upon in this regard. 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 it could not reasonably have discovered the defect within the aforementioned period (hidden defect), the Buyer must still report the defect to BOW in writing within 8 days after discovery, or at least within 8 days after the defect could reasonably have been discovered.

10.2 The complaint must contain a description of the defect that is as detailed as possible, also stating the invoice number, packing slip and date of delivery, so that BOW is able to respond adequately. The Buyer must enable BOW to (have) investigate(d) a complaint.

10.3 If a complaint is not reported within the period mentioned in article 10.1 and/or does not meet the requirements mentioned in article 10.2, all rights of the Buyer with regard to the observed defect or the observed shortcoming will lapse. The Buyer will then no longer be entitled to repair, replacement or compensation.

10.4 When the Buyer complains in time, this does not suspend its payment obligation. In that case, the Buyer remains obliged to purchase and pay for the delivered Products.

10.5 If a complaint is declared well-founded by BOW, BOW has the choice to either improve/repair the relevant part of the delivery or redeliver it to the Buyer, or to send a credit note to the Buyer for the relevant part of the delivery, which is then considered cancelled. If a complaint is declared well-founded, the Buyer is not entitled to any other form of (damage) compensation.

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

Returns

11.1 The Buyer is only entitled to return Products to BOW after prior written consent from BOW. BOW will inform the Buyer whether the Buyer can return the Products or whether it will collect the Products. Products specially made to measure for the Buyer and/or Products in a color other than white or black cannot be returned to BOW by the Buyer.  

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

11.3 Returns that have not been preceded by a detailed complaint and written permission from BOW to return are not permitted. Receiving an unapproved return shipment does not imply permission from BOW for the return shipment. In the event that the Buyer returns the Products in spite of this provision or appears to have returned them without valid reason, BOW will keep the returned Products available for the Buyer, insofar as these have not been refused by BOW, which will be at the Buyer's expense and risk. BOW will then retain the Products without any recognition of the correctness of a complaint.

11.4 Products that have been fully or partially processed or treated and damaged Products will never be taken back.

11.5 The costs of return shipments are always borne by the Buyer.

Fulfillment by BOW, guarantees, shortcoming

12.1 BOW will do its utmost to deliver the Products to the Buyer in the same quantity and quality as ordered by the Buyer. 

12.2 Statements by or on behalf of BOW with regard to quality, composition, design, color, size, finish, properties in the broadest sense, etc. of the delivered Products are only considered as guarantees if these have been explicitly and confirmed in writing in the form of a guarantee by BOW.

12.3 When the Buyer has delivered the Products delivered by BOW to third parties, it is established that BOW has properly fulfilled the Agreement.

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

Product recall

13.1 In urgent cases, whereby BOW will judge whether a case is urgent, the Buyer is obliged, at BOW's first request, to return the Products already delivered to BOW at BOW's first request to that effect, 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 to a product recall, the Buyer is obliged in that context to take all measures that BOW deems necessary and to comply with all instructions from BOW. The Buyer will take as many damage-limiting measures as possible. In the event that BOW decides to proceed with a product recall, BOW is only obliged to either replace the Products or to send a credit note to the Buyer for the returned Products. In the event of a product recall, BOW is not obliged to any form of compensation to the Buyer.

13.2 In the event of non-compliance with the provisions of article 13.1, the Buyer is liable for all direct and indirect damage resulting from this on the part of BOW.

Force majeure

14.1 BOW is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to fault, nor is it at its expense pursuant to the law, a legal act or generally accepted views as referred to in article 6:75 of the Dutch Civil Code.

14.2 In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood by it in law and jurisprudence, all external causes, foreseen or unforeseen, over which BOW cannot exert any influence and as a result of which BOW is unable to fulfil its obligations, or as a result of which fulfilment for BOW is impossible, onerous and/or so costly that fulfilment of the Agreement cannot reasonably be expected of BOW. Strikes in the company of BOW and its suppliers are included, as are extreme weather conditions, disruptions in the supply of energy and the circumstance that BOW does not receive a performance, which is important for the performance to be delivered by it to the Buyer, not on time or not properly. BOW also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment of the Agreement occurs after BOW should have fulfilled its obligations.

14.3 BOW may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the Parties is entitled to terminate the agreement, without any obligation to compensate the other Party for any damage. 

14.4 To the extent that BOW has already partially fulfilled its obligations at the time of the commencement of the force majeure, or will be able to fulfil them, and independent value is attached to the fulfilled or still to be fulfilled part, BOW is entitled to invoice separately for the already fulfilled or still to be fulfilled part.  

Liability 

15.1 The Buyer is liable for all damage, losses, costs and expenses suffered by BOW or third parties as a result of or in connection with any shortcoming in the performance of an Agreement by the Buyer, regardless of whether that damage was caused by the Buyer, its personnel or another (legal) person for whom the Buyer is legally liable. 

15.2 If it is established in law or otherwise that BOW is liable to the Buyer for damage suffered in connection with the Agreement, on account of tort or on any other account, then this liability is at all times limited in its entirety to what is stipulated in this provision:

1. BOW is never liable for damage that has arisen because BOW has assumed incorrect information provided by or on behalf of the Buyer.
2. BOW is never liable for the Buyer's lost profit, lost income, lost turnover, lost savings or damage suffered as a result of business and other types of stagnation.
3. BOW's liability is at all times limited to the amount that BOW's liability insurance pays out in the event concerned.
4. In the event that BOW's liability insurer does not proceed to pay out for any reason whatsoever, the liability of BOW is limited to: 

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

- or, if the damage-causing event is not based on a delivery of Products, or no invoice has been sent for this, the value of the last invoice sent by BOW to the Buyer prior to the moment that the damage-causing event took place.

In the event that BOW's liability insurer does not proceed to pay out for any reason whatsoever, the total liability of BOW towards the Buyer, regardless of the number of damage-causing events, will in no case amount to more than the value of the last invoice sent by BOW to the Buyer prior to the moment that the damage-causing event took place.

15.3 All subordinates of BOW can invoke the above provisions against the 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 arises, under penalty of forfeiture of the right to compensation for this damage. This term does not apply if the Buyer can demonstrate that the damage could not have been reported earlier for a valid reason.

15.5 Any liability claim against BOW will lapse after 12 months after the Buyer became aware of the damage-causing event or could reasonably have been aware of it. 

Indemnification

16.1 The Buyer fully indemnifies BOW against all claims from third parties regarding damage, losses, costs and expenses of third parties that arise from or are related to a shortcoming in the performance of an Agreement by the Buyer. If BOW should be addressed by third parties, the Buyer is obliged to assist BOW both in and out of court and to do everything that may be expected of him in that case without delay. 

Intellectual and industrial property rights

17.1 The Buyer will not use the name, brands and/or models of BOW, all this in the broadest sense of the word, without the prior written consent of BOW, nor any words, images, or symbols that, in BOW's opinion, indicate the involvement or consent of BOW with any written or oral advertisement or presentation, advice, brochure, newsletter, book or other published material.

17.2 The Products or works/materials delivered by BOW to the Buyer pursuant to an Agreement do not include the transfer of any right of intellectual or industrial property. All works/materials made available to the Buyer by BOW in the context of the Agreement remain the property of BOW. The Buyer will only use these materials/works for the benefit of and in the context of the performance of the Agreement, within the limits of the Agreement, and may in no way reproduce, disclose or make them available to third parties in whole or in part or be used in any other way without the prior express and written consent of BOW.  

17.3 The Buyer is not permitted to remove or change any indication of copyrights, brands, models, trade names or other rights of intellectual and industrial property of the Products delivered by BOW or the associated works/materials.

17.4 The Buyer will always fully respect all intellectual and industrial property rights of BOW. 

Transfer of rights and obligations

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

18.2 BOW is entitled to transfer its claims for payment or compensation to a third party. 

Confidentiality

19.1 Both parties are obliged to maintain confidentiality regarding 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 conditions are exclusively governed by Dutch law, even if an obligation is performed entirely or partially abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is explicitly excluded. 

20.2 All disputes, including those considered as such by only one Party, arising from or related to the Agreement to which these conditions apply or the execution thereof, will be settled by the Overijssel District Court, Almelo Location, as the court of first instance.