Article 12: Transfer of rights
1. Rights of a Party under this Agreement cannot be transferred without the prior consent in writing of the other Party. This provision is considered to be a stipulation with effect under property law within the meaning of Book 2, article 83, paragraph 2 of the Dutch Civil Code.
Article 13: Retention of title and right of retention
- All items and parts delivered or present at the Buyer remain the property of the Seller, until the Buyer will have paid the agreed price in full. Until such time, the Seller may invoke its retention of title and take the items back.
- If the agreed amounts to be paid in advance are not paid in time or not at all, the Seller will be entitled to suspend execution of the work until the agreed part has been paid. This will constitute creditor’s default. In these circumstances, a delay in the delivery cannot be alleged against the Seller.
- The Seller is not entitled to pledge or otherwise encumber items under its retention of title.
- The Seller undertakes to insure the items supplied to the Buyer under retention of title and to keep them insured against fire, damage caused by explosion or water, as well as against theft, and toallow inspection of the policy at the first request.
- In the event that items have not yet been delivered but the agreed advance payment or price has notbeen paid in accordance with the agreements, the Seller has the right of retention. In this case, theitems will not be delivered until the Buyer has paid in full and in accordance with the agreements.
- In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of theBuyer, the Buyer’s obligations will immediately be due and payable.
Article 14: Liability
- Any liability for damage resulting from or in connection with the performance of an agreement will always be limited to the amount which is paid out under the professional liability insurance(s) in the matter concerned. This amount will be increased by the amount of the excess according to the relevant policy.
- Not excluded is the Seller’s liability for damage resulting from wilful intent or deliberate recklessness on the part of the Seller or the executives under his management.
Article 15: Obligation to complain
1. The Buyer will be obliged to report any complaints regarding the work performed to the Seller immediately. The complaint includes a description of the failure that is as detailed as possible, so that the Seller is able to respond adequately.
2. If a complaint is justified, the Seller will be obliged to repair or replace the good.
Article 16: Guarantees
1. If any guarantees are included in the Agreement, the following applies: the Seller guarantees that the sold item meets the requirements of the Agreement, that it will function free of defects, and that it is suitable for the Buyer’s intended use. This guarantee will be in force for a period of two calendar years following the receipt of the sold item by the Buyer.