GENERAL TERMS AND CONDITIONS MUSH. COMB. BV
1. Definitions
1.1 The private company with limited liability, MUSH COMB. BV, Chamber of Commerce number 12062286, applies to the Seller / service provider / commissioned party.
1.2 Work activities: all of the work activities and juristic acts in the broadest sense of the word on the part of MUSH. COMB. BV. All of the work activities and juristic acts that are connected with and/or result from the before-mentioned work activities are also subject to the agreement in hand and to the terms and conditions, as is also the case for the supplying of the materials needed to that end.
1.3 Other party / client / buyer / purchaser: every natural or legal person who can be considered the other party to this agreement.
1.4 Contracted work: carrying out work activities that have been agreed upon between MUSH. COMB. BV and the other party at a fixed price.
1.5 Work on a cost-plus basis: all of the work activities not included in the contracted work.
1.6 Materials:
- living materials: including biological products and living vegetable products. Sand, soil, earth, compost and substrates;
- dead materials: all other products and materials.
2. Applicability of the general terms and conditions
2.1 These terms and conditions apply to all offers, agreements and acts further to the realisation, by or with MUSH. COMB. BV, of the work or purchase transaction as agreed upon and any commitments that may result, as well as any acts for the purpose of bringing about and/or realising the agreement, including the tender.
2.2 These general terms and conditions apply with the exclusion of any other general terms and conditions, including those of the other party.
2.3 Any other terms and conditions can only be declared applicable if it has been explicitly agreed upon in writing that said terms and conditions apply to the agreement with the exclusion of the terms and conditions of MUSH. COMB. BV.
2.4 If one or more of the provisions in these terms and conditions is/are found to be or become null and void, then the applicability of the other terms and conditions will remain intact. The non-applicable or non-functioning provision will be (considered to be) replaced by a provision that is lawful and that best corresponds to the object of the non-applicable or non-functioning provision.
3. The tender / effectuation of the agreement
3.1 An agreement with MUSH. COMB. BV will not come into effect until MUSH. COMB. BV has provided written confirmation of the tender as signed for approval and returned by the other party.
3.2 Any promises on the part of partners and/or representatives and/or employees of MUSH. COMB. BV will only be binding if these are confirmed in writing by MUSH. COMB. BV.
3.3 Agreements regarding a purchase or sale and any supplements and/or changes that relate to such an agreement will not be binding until MUSH. COMB. BV has provided a written confirmation.
3.4 The content of the tender / order confirmation is decisive with respect to the content of the agreement and will be deemed to accurately and completely reflect the agreement.
3.5 The bill or advance bill will also count as a confirmation with respect to agreements for which no written confirmation is to be sent in connection with the quantity and nature.
3.6 In the event that the other party does not agree with content of the agreement concerned, then the other party is to communicate this in writing within eight days after the date of the confirmation of the order, yet in any event before the desired date of delivery.
3.7 All agreements are realised subject to the resolutive condition that the other party has sufficient creditworthiness in the sense that the other party can soon meet its obligations further to the agreement. The other party is to allow MUSH. COMB. BV, and will grant power of attorney, to obtain information from the other party or third parties to that end.
3.8 The agreements will be considered to be concluded with MUSH. COMB. BV as an organisation. The agreement cannot be subject to the condition that the performance on the part of MUSH. COMB. BV is to be realised by a specific person within the organisation of MUSH. COMB. BV. The applicability of the articles 7:404 of the Dutch Civil Code and 7: 407, sub-section 2, of the Dutch Civil Code, is excluded.
3.9 If it is stated in the general terms and conditions or in the agreement that a statement is to be made in writing, then this requirement will also be considered to be met if the statement is realised electronically, unless otherwise explicitly agreed upon.
3.10 The version of the electronic message, either sent or received, as stored by the sellers’ counts as evidence thereof, unless the other party has proof to the contrary.
4. Offers / advertising / examples
4.1 All offers, irrespective of their shape or form, are made free of obligation and are considered an invitation to grant a commission.
4.2 Offers are valid for a period of 60 days after the date of the offer concerned, unless explicitly stated otherwise.
4.3 No rights can be derived from any offers on the part of MUSH. COMB. BV expressed in the general media, including printed materials and advertisements or communications in some other form.
4.4 In the event that a model, drawing, sample, concept or proposal is shown and/or issued, then this will only serve as an indication, which means that the capacity, quality and/or quantity of the items to be supplied or the services to be provided may deviate from these, unless otherwise agreed upon in writing.
4.5 Any samples and/or models supplied will remain the property of MUSH. COMB. BV. These are to be returned to MUSH. COMB. BV within two months after being supplied, in default of which the cost price of the samples and/or models concerned will be charged to the other party, this without prejudice to the right to revendicate, before the court if necessary, the products concerned.
4.6 The other party cannot enforce any rights towards the seller further to concluding the agreement, unless the law states otherwise.
5. Prices / costs
5.1 The prices are expressed in Euro (€) and are exclusive of sales tax and any other government levies.
5.2 All of the prices as specified in price lists, leaflets and the like serve as guide prices and are not binding.
5.3 MUSH. COMB. BV may include in the price as calculated or may charge as costs all of the costs involved, including its own fees, the fees of third parties, costs established by third parties, including government levies, office costs up to a maximum of 7% of the fee and provisional sums as yet unknown that are to be estimated or other variable costs.
5.4 MUSH. COMB. BV is authorised to increase the price and costs as specified and/or agreed upon further to an increase in the price of a decisive factor after having made an offer and/or after the agreement has been concluded, even if this increase was foreseeable. The other party is authorised in such cases to dissolve the agreement concerned if the increase exceeds 10%.
5.5 All of the prices in a tender apply to deliveries “ex-warehouse in the Netherlands”, unless otherwise explicitly agreed upon.
5.6 In the event that a currency other than the Euro is specified in the agreement that has been concluded, and if the currency concerned shows a decrease in value with respect to the Euro of 3% or more at the time of payment compared to the time that the agreement was concluded, then the seller is entitled in respect of the buyer to an additional payment to compensate for the financial disadvantage that has come about in this way. The buyer is obligated to pay the compensation within two weeks after the request to that end on the part of the seller. The starting point in determining the exchange rates will be the official purchase rate of the currency concerned as listed on the (Dutch) stock exchange on the date upon which the agreement was concluded and on the date of the payment of the price as agreed upon, respectively.
6. Payment
6.1 The other party is under the obligation once the agreement has been effected to pay at least 40% of the price as agreed upon within 5 working days, whether or not it receives a bill, before any performance on the part of MUSH COMB BV can be demanded.
6.2 Any other or remaining payment instalments are to be paid not later than prior to the transport.
6.3 The other party is not allowed to settle any costs, unless the counterclaim has been explicitly acknowledged by MUSH. COMB. BV.
6.4 The payment, either partial or in full, of the performance on the part of MUSH. COMB. BV cannot be considered dependent upon the outcome of the commission granted in view of the obligation to perform to the best of one’s ability.
6.5 MUSH. COMB. BV reserves the right to demand that an advance payment, either in full or partially, is made and/or that security is provided by the other party and/or to send interim invoices and to demand payment thereof, failing which MUSH. COMB. BV is entitled to postpone compliance with its obligations. MUSH. COMB. BV can also appeal to this article during the execution of the agreement.
6.6 MUSH. COMB. BV has the right in the event that no payment is received within the term of payment as agreed upon to charge (monthly) interest in the amount of 1.5% on the invoice amount, which interest will be compound. This without prejudice to the statutory (commercial) interest that is to be calculated over the amount concerned.
6.7 All of the court costs and out-of-court costs that MUSH. COMB. BV must incur in order to bring about the fulfilment of the obligations on the part of the other party, or in order to recover compensation for damages from the other party, are to be covered by the other party. The parties explicitly agree that the actual costs (of the proceedings) will be owed, even to the extent that these costs exceed the liquidation rate as observed by the court.
6.8 Failure to pay a claim will render all other unpaid claims payable on demand, irrespective of their due date or quality.
6.9 Payments are to be made by giro transfer to the account as specified by MUSH. COMB. BV, unless explicitly established otherwise in writing.
6.10 Any payments made will always serve to settle all interest and costs due, and subsequently those invoices with respect to which no retention of title can be stipulated or with respect to which no security has been provided, followed by those invoices which have been outstanding for the longest time, even if the other party states that the payment relates to a later invoice and/or claim.
6.11 The other party will remain liable for the payment of the outstanding claims, even if the other party has stated upon entering the agreement to be acting on behalf of a third party.
7. Suspension, retention and dissolution
7.1 If the other party is in default as a result of failing to make timely payments or fails to comply with the obligations in the agreement in hand in some other way, then Mush. COMB. BV is authorised, without prejudice to its rights by law, and subject to the other articles in this agreement, to suspend the realisation of work activities and/or to dissolve the agreement either partially or entirely.
7.2 If the other party fails to comply with its disclosure requirement and/or provides incorrect or incomplete information to MUSH. COMB. BV, then MUSH. COMB. BV is authorised, without prejudice to its rights by law, and subject to the obligations further to the other articles in this agreement to suspend the realisation of work activities and/or to dissolve the agreement either partially or entirely.
7.3 MUSH. COMB. BV has the option under equal circumstances as described in section 1 to exercise the right of retention with respect to all objects that it has in its possession within the scope of the realisation of the agreement.
7.4 In the event that it suspends its performance, opts to exercise a right of retention and/or dissolves the agreement in hand based on this article, then MUSH. COMB. BV cannot in any shape or form be held liable for any damages.
8. Obligations MUSH. COMB. BV
8.1 MUSH. COMB. BV will conduct the work activities as agreed upon to the best of its ability. The agreement in hand is, however, an obligation to perform to the best of one’s ability, so that no rights can be derived from the outcome, the goal to be achieved through the performance on the part of MUSH. COMB. BV, this except when the performance to be fulfilled is actually an obligation to guarantee a certain result in view of its nature.
9. Privacy
9.1 MUSH. COMB. BV collects data, including personal particulars based on the information supplied by the other party, data supplied upon effecting the agreement, its services and provision of services. The data and information concerned are collected, stored and, if required, published in accordance with the statutory provisions that apply, particularly the provisions further to privacy laws.
9.2 MUSH. COMB. BV will bind all third parties that it involves in the execution of the work activities and the provision of services in the same way that it binds itself in this respect. Notwithstanding the former, MUSH. COMB. BV cannot be held liable for violation of this obligation if it could not, with reason, have prevented the violation.
9.3 MUSH. COMB. BV will not make any personal information regarding the other party known to third parties without the explicit permission of the other party, except for situations in which the information is required for legal purposes, for example if a legal obligation applies.
9.4 The other party hereby explicitly grants MUSH. COMB. BV permission to use the personal particulars of the other party in the event that MUSH. COMB. BV is held liable by third parties, interested parties and those indirectly involved for the purpose of indemnifying itself or shifting the liability and damages.
9.5 The other party cannot appeal to any form of confidentiality with respect to information that is generally known or information that has been made public by the other party or by third parties.
10. Bankruptcy
10.1 In the event that the other party finds itself in a state of bankruptcy (including the filing of a bankruptcy petition on its own initiative or that of a third party), is granted a moratorium on payments or is placed under guardianship (further to the Dutch Civil Code or the bankruptcy laws), or if the company is shut down, followed by the winding up or liquidation of the company, then the other party will be deemed to be in default by operation of law and MUSH. COMB. BV has the right, without any obligation to compensate for damages and without prejudice to any other rights that it may have, without a notice or court intervention being required, to immediately dissolve the agreement or have the agreement declared dissolved, either partially or entirely, and/or to suspend the (further) execution of the agreement. Where appropriate, MUSH. COMB. BV will be entitled to demand immediate payment of any claims it may have.
11. Delivery and risk, obligation to purchase
11.1 Deliveries are made ex factory / shop / warehouse of MUSH. COMB. BV.
11.2 The delivery times as specified for materials / performances are not to be considered firm dates. Exceeding a deadline will not lead to a party being in default until after a written notice of default has been sent.
11.3 The delivery time will apply once the agreement has been concluded, and all of the data that MUSH. COMB. BV requires to fulfil its performance has been made available to MUSH. COMB. BV and the first payment has been made.
11.4 MUSH. COMB. BV is not required with respect to the physical aspect of deliveries to transport objects any farther than to where a vehicle is able and is allowed to proceed over a well-accessible terrain.
11.5 The other party is under the obligation to lend its co-operation in any way necessary in order to enable MUSH. COMB. BV to fulfil its performance.
11.6 The other party is obligated to purchase the products / objects at the time that MUSH. COMB. BV delivers these or has a third party deliver these, and/or at the time that the products / objects are to be made available to the other party in accordance with the agreement.
11.7 Should the other party refuse to realise the purchase or make the delivery impossible, then MUSH. COMB. BV will have the right to store the materials concerned at the expense and risk of the other party.
11.8 The goods will be considered to be delivered and the risk relating to the goods will be considered transferred to the other party as soon as the goods concerned are placed in the means of transport, even if the other party has not arranged for the transport and/or if the co-operation on the part of the other party as referred to in this article is considered to be refused.
11.9 MUSH. COMB. BV has the right to call upon third parties, assistants and/or sub-contractors for the purpose of the work activities, provision of services, whenever it finds that such is necessary for the adequate and correct realisation of the work, this without the permission of the other party being required.
11.10 MUSH. COMB. BV has the right to rent, lease or make use of the machines of third parties in any other way, for the purpose of the work activities, whenever it finds such is necessary for the adequate and correct realisation of the work, this without the permission of the other party being required.
11.11 Mush COMB BV has the right to make partial deliveries.
11.12 Any return shipments, even if these occur with the approval of MUSH COMB BV, are at the expense and risk of the other party up until the moment that MUSH. COMB. BV has actually received the goods concerned.
12. Complaints and guarantee
12.1 The other party is obligated to immediately inspect the performance or the goods delivered in terms of quality and quantity. If the other party fails to submit a complaint as soon as possible but in any event within ten working days after the delivery of the items concerned, then the quantity and quality as stated on the consignment notes, delivery notes, invoices, completion deeds or documents of that kind will be considered correct.
12.2 The signing of consignment notes or any other statements regarding a receipt with terms such as “with reservation” or “under protest” or other words to that effect are not considered a complaint or objection within the meaning of this agreement.
12.3 Any defects or shortcomings with respect to the objects delivered that are immediately evident upon receipt are to be reported to MUSH. COMB. BV on the same day. Defects or shortcomings that are not immediately visible are to be reported in writing within seven days of being discovered, yet explicitly within two months after the delivery or within a term of guarantee if such applies.
12.4 The seller has no right to submit a complaint if the defect is the result, either partially or entirely, of an uncommon, improper, injudicious or careless use, if the product has been altered, adjusted, used or processed, and/or if the product has been made available to third parties.
12.5 Complaints will not be honoured if MUSH. COMB. BV is not allowed the opportunity to inspect the defect concerned.
12.6 If the MUSH. COMB. BV acknowledges the defect concerned, then it will either replace the defective product or credit the other party for the price of the product concerned or will correct the problem in some other way, this without the other party being entitled to any form of compensation for damages.
12.7 The other party may be obligated to carry out minor repairs and adjustments on its own, without the other party having the right to make any claims towards MUSH COMB for this reason.
12.8 Complaints do not discharge the other party from its obligations towards MUSH. COMB. BV.
12.9 All rights to claims pursuant to a shortcoming in the compliance on the part of MUSH. COMB. BV will elapse if objections or complaints are not filed within the terms as specified in the articles above.
12.10 Minor deviations in terms of colour and / or design which do not affect the intended use of the performance to be delivered will not in any case be grounds for an objection/complaint.
13. Packaging
13.1 MUSH. COMB. BV is authorised to charge the costs of reusable packaging to the buyer.
13.2 The costs referred to in the section 1 of this article will be credited to the buyer after the buyer has returned the packaging concerned.
13.3 The seller is not under the obligation to credit the buyer further to section 2 of this article if the buyer does not timely return the packaging or if the packaging is no longer in good condition, this to be assessed by the seller.
14. Retention of title
14.1 All of the goods supplied by MUSH. COMB. BV will remain the property of MUSH. COMB. BV up until the time that all of the claims that MUSH. COMB. BV has towards the other party pursuant to the agreement in hand, with its conditions, corresponding work activities, as well as pursuant to any claims further to claims due to shortcomings in the observance of agreements of that kind, have been paid in full, including interest and additional costs.
14.2 The other party will not be entitled to pledge the goods concerned or to transfer the ownership of the goods to a third party until full payment and/or settlement has been realised.
14.3 MUSH. COMB. BV can immediately reclaim the goods supplied for as long as full payment is lacking and the other party is in default and/or can be declared in default without any further notice being required.
14.4 The other party hereby grants MUSH. COMB. BV the authorisation to enter its rounds and buildings to that end. The agreement will be considered dissolved in that case, without the intervention of the court being required, notwithstanding the right to claim the costs of damages and interest.
14.5 The other party is under the obligation to arrange for adequate insurance with respect to the goods, in any event against the risks of theft, damage and extinction. All claims towards insurers with respect to these products are to be pledged and/or transferred to MUSH. COMB. BV on first demand.
14.6 The other party is under the obligation to immediately inform, in writing, any third party, or its administrator or trustee in bankruptcy, which intends to seize the goods concerned that MUSH. COMB. BV is the owner of the goods concerned, sending a copy of the communication to MUSH. COMB. BV.
15. (Temporary) impediment in compliance
15.1 If, in the opinion of MUSH. COMB. BV, the work activities cannot be carried out at the time or during the period of time as originally specified in the tender due to weather conditions and/or site circumstances, then MUSH. COMB. BV has the right to postpone and/or suspend the work activities concerned for as long as the circumstances in question continue. In the event that the circumstances concerned have ended yet MUSH. COMB. BV can no longer, with reason, guarantee the quality of its performance / the planting and the growth and/or new growth, then the postponement may continue. The postponement of the work activities may not last longer than one year, after which both parties have the right to dissolve the agreement, without claiming any costs and/or compensation for damages.
15.2 In the event that the work activities as agreed upon cannot, either partially or completely, be carried out temporarily, for a period not exceeding 3 months, due to circumstances beyond the control of MUSH. COMB. BV, then MUSH. COMB. BV is to immediately contact the client for the purpose of making arrangements for substitute work activities.
15.3 A shortcoming in the observance of an obligation on the part of MUSH. COMB. BV cannot be attributed to MUSH. COMB. BV nor can it be considered at the risk and expense of the company if the shortcoming results from default and/or shortcoming on the part of its suppliers, sub-contractors and/or transport companies. The same applies in the event of fire, work strike or lock-out, riots or uproar, war, government measures, including bans on import, export and transport, freezing cold and all other circumstances of which the nature renders it unreasonable to require MUSH. COMB. BV to observe the obligation concerned. MUSH. COMB. BV is entitled to dissolve the agreement rather than meet the obligation if these circumstances occur for a period of more than 6 months.
16. Intellectual property
16.1 All copyrights, patent laws, rights to trademarks and models and all other industrial and intellectual property rights pertaining to all of the products of MUSH. COMB. BV, the ownership of which has been acquired by MUSH. COMB. BV either directly or indirectly via licences and the like lie with MUSH. COMB. BV. MUSH. COMB. BV in any event reserves the right to act on behalf of the actually entitled party in and out of court.
16.2 In the event of a violation of the rights further to the items delivered and that lie with MUSH. COMB. BV as described above, the other party is to forfeit an immediately payable penalty in the amount of € 5,000.00 per violation, without prejudice to all other rights to compensation for damages.
16.3 The purchaser indemnifies MUSH. COMB. BV and exempts MUSH. COMB. BV with respect to any and all claims on the part of third parties on the basis of a (alleged) violation of the industrial and/or intellectual property rights as a result of using the objects, designs or other information that have been made available to the other party further to the storage or delivery on the part of MUSH. COMB. BV or the items manufactured in accordance with information provided.
16.4 By supplying the materials / performances concerned, MUSH. COMB. BV does not in any way transfer the industrial and/or intellectual property rights pertaining to these materials / performances, nor are any licences issued in this way. Except in cases in which such is explicitly agreed upon.
16.5 The industrial and/or intellectual property rights pertaining to the materials is not lost and/or exhausted with the delivery of the materials.
17. Liability
17.1 MUSH. COMB. BV is only liable towards the other party and is only under the obligation to compensate for damages insofar as such arises from this article.
17.2 MUSH. COMB. BV is not in any case liable for indirect damages, including but not limited to the loss of data, lost profit, consequential loss, lost savings or damages caused by stagnation in the operations.
17.3 MUSH. COMB. BV limits its liability with respect to damages suffered by the other party as a result of an attributable shortcoming in complying with the agreement, if and insofar as the risk of liability is covered by insurance, up to the maximum amount as paid out by the insurer, except in the case of intentional act and/or gross negligence.
17.4 Cases that are not included under the previous section can only result in liability on the part of MUSH. COMB. BV up to an amount equalling the total on the invoice pertaining to the delivery concerned.
17.5 MUSH. COMB. BV explicitly excludes any liability for damages:
- resulting from and/or following repairs and/or changes to products or parts of products that are carried out by the other party or third parties;
- resulting from inadequate co-operation, materials and/or incorrect or incomplete information provided by the other party;
- resulting from inadequate and/or incorrect or incomplete information provided by official registers and other external sources.
- resulting from incompetent, incorrect or irregular use of the objects delivered and/or if the objects are used in some way other than prescribed by the manufacturer or MUSH. COMB. BV.
- resulting from a negative assessment by a third party / third party expert insofar as the assessment is not based on some mathematical, biological, chemical or scientifically acknowledged principle.
- that come about further to the company exercising its legal rights in terms of retention, suspension and dissolution to which it is entitled pursuant to the law of this agreement.
17.6 Insofar as non-compliance on the part of the other party regarding its obligations as laid down by law or in this agreement were to lead to MUSH. COMB. BV being held liable by third parties, the other party binds itself to indemnify MUSH. COMB. BV against any and all consequences of said liability.
17.7 Any legal claim or claim for damages towards MUSH. COMB. BV expires one year after the event that resulted in the claim. The other party is to inform MUSH. COMB. BV in writing within one month of such an event occurring, in the absence of which any rights to a claim towards MUSH. COMB. BV will lapse.
17.8 MUSH. COMB. BV is liable for any damages to buildings and inventory, persons and/or personal belongings of persons that come about in the course of the realisation of the agreement and that can be attributed to negligence, carelessness and/or improper actions on the part of MUSH. COMB. BV, its staff or its sub-contractors, if applicable.
17.9 If MUSH. COMB. BV is obligated to call upon the services of a third party for the realisation of the agreement, then MUSH. COMB. BV cannot be held accountable for any damages resulting from acts (including providing recommendations) or omissions on the part of the third party insofar as there are no grounds for liability pursuant to the law or based on an agreement between MUSH. COMB. BV and said third party.
17.10 If and insofar as a third party can be held liable, then the other party is to first call upon this third party to account, or sue the third party at law if necessary, in default of which the other party waives its rights towards MUSH. COMB. BV in this respect.
17.11 The other party explicitly accepts that the burden of proof regarding the liability of a third party or MUSH. COMB. BV lies with the other party.
18. Several liability
18.1 In the event that an agreement is concluded with two or more people and/or legal persons then each of these (legal) persons will be jointly and severally liable with respect to the full compliance with the commitment for the benefit of or further to the agreement.
18.2 In the event that an agreement is concluded with two or more people and/or legal persons then each of these (legal) persons is equally personally bound to this agreement and its terms and conditions.
19. Guarantees
19.1 MUSH. COMB. BV guarantees the type, authenticity of the materials that it supplies, in accordance with the description in the tender. All materials will be supplied with due regard for the (Dutch) statutory regulations that apply and that are geared to the destination, intended use respectively.
19.2 MUSH. COMB. BV cannot guarantee the comprehensiveness or the accuracy of the external, official registers that it has referred to for the purpose of providing services.
19.3 MUSH. COMB. BV cannot guarantee the comprehensiveness and accuracy of the official investigations as obligated by law or conducted on a legal basis by or under the authority of third parties, including prosecuting authorities.
20. Environment
20.1 MUSH. COMB. BV will ensure that waste and/or residues that are released in the course of the work activities are removed in an environmentally sound fashion. It will observe the laws and legislation that apply in this respect.
20.2 The costs of the removal of waste are to be covered by the client and the costs will be charged to the client accordingly.
21. Disputes
21.1 All of the agreements concluded with MUSH. COMB. BV and the corresponding terms and conditions and the resulting performances are subject to Dutch law.
21.2 All of the disputes further to the offer and/or agreements are to be presented to the court in the place of residence and/or the place of business of MUSH. COMB. BV.
21.3 Any applicability of the United Nations Convention on Contracts for the international sale of goods (CISG-Vienna April 11, 1980), as well as the applicability of the Vienna sales convention (Treaties bulletin 1981, 184, 1986, 61) is excluded. All other conventions that apply to the Netherlands, as well as the implementing legislation that applies in the Netherlands and that is based on these conventions are also excluded. This if and insofar as the provisions of the conventions and laws concerned deviate from one or more provisions in these terms and conditions.
21.4 The other party acknowledges that the characteristic performances of the agreement in hand take place in the Netherlands, even if these are partially carried out elsewhere (fiction agreed upon). All agreements and/or actions are considered to be concluded or carried out in the Netherlands.
22. Authentic text
22.1 In the event of differences between the text of these general terms and conditions in the Dutch language and the text in some other language, then the Dutch text will be considered authentic and will prevail.
