NTEU B.V.

General Terms and Conditions of Sales & Delivery 2021

1 Definitions

1.1 Agreement: The duly executed agreement between the Client and NTEU, including any
duly executed changes agreed after the agreement has come into force.

1.2 Client: The party to whom NTEU have sent a Proposal or quoted a price, to whom the
Deliverables are provided, and/or with whom NTEU has entered into an agreement.

1.3 Defect: A defect exists if the Deliverables from NTEU are incomplete and/or do not
meet the specifications and/or do not have the characteristic(s) explicitly confirmed to
the Client in Writing by NTEU prior to or at the time of the establishment of the
Agreement.

1.4 Deliverables: Goods delivered by NTEU based on the Agreement.

1.5 Documentation: Brochures, product information, manufacturing drawings, instructions,
test certificates, catalogues, price lists, folders and all information provided by NTEU as
part of a Proposal or Quotation or in the course of compliance with the Agreement,
such as but not limited to: designs, drawings/diagrams, plans, descriptions, illustrations,
ideas, models, samples, tables, patterns, databases, software and calculations.

1.6 In Writing: communicated in written form with proof of receipt.

1.7 Order: The Deliverables and anything else to be delivered by NTEU to the Client.

1.8 Order Confirmation: The confirmation In Writing from NTEU to the Client summarizing
the content of the Order. The Order Confirmation will typically describe the Deliverables
and the agreed prices and terms.

1.9 Proposal: Any proposal for the provision of Deliverables by NTEU B.V. to the Client.

1.10 Quotation: Any proposal for the provision of Deliverables including pricing for such
Deliverables by NTEU B.V. to the Client.

1.11 Terms and Conditions: These general terms and conditions of Sales & Delivery of NTEU
BV – 2021.

1.12 Supplier: The party from whom NTEU sources certain goods.

2 Applicability of the Terms and Conditions, titles and language

2.1 Applicability. These Terms and Conditions apply to every Proposal, Quotation, Order,
provision of Deliverables and the Agreement between NTEU and Client. Deviations from
these Terms and Conditions are only enforceable insofar as they have been confirmed
to the Client in Writing by NTEU’s authorized representatives.
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951

2.2 Authorized representatives. Only NTEU employees who are authorized according to the
commercial register of the Chamber of Commerce are authorized to legally bind NTEU.
Acts undertaken by persons other than those authorized under the commercial register
will only be effective upon confirmation In Writing by the authorized representatives.

3 Proposals, Quotations and Agreement

3.1 Non-binding. Proposals are non-binding unless an accepted Proposal is confirmed In
Writing by NTEUs authorized representatives. A Proposal can be withdrawn after
acceptance of such Proposal in which case no Agreement is concluded between parties.
Quotations are non-binding unless a deadline for acceptance of such Quotation is set
therein.

3.2 Agreement. An Agreement is concluded through acceptance of a Quotation In Writing,
in conformity with Articles 3.4 to 3.7 inclusive, or through confirmation In Writing as set
out in Article 3.1.

3.3 Sales via webshop. Any Order placed via a webshop, only leads to an Agreement upon
NTEUs Order Confirmation.

3.4 Modified acceptance. Insofar as the acceptance by the Client, of a NTEU Proposal or
Quotation, differs from such Proposal or Quotation in any way, the Agreement will only
come into force at the point when NTEU confirms the creation and content of the
Agreement through an Order Confirmation, unless the Client promptly objects to this In
Writing.

3.5 Non-written acceptance. If the Proposal or Quotation, or the acceptance of such
Proposal or Quotation do not take place In Writing, the Agreement will only come into
force at the point when NTEU confirms the creation and content of the Agreement with
an Order Confirmation, unless the Client promptly objects to this in Writing.

3.6 No Agreement after an objection. In cases where the Agreement would come into force
at the point when the Order Confirmation is received by the Client based on Articles 3.4
or 3.5 and the Client promptly lodges an objection In Writing, the Agreement will not
come into force.

3.7 Agreement through commencement of delivery. In the event of deviations of any kind
from the procedure described in Article 3.2, 3.4 or 3.5, for example because there was
only a verbal confirmation of an Order, the Agreement will come into force at the point
when NTEU starts fulfilling the Order or gives an order to third parties to this effect. In
such a situation, the invoice will be deemed to reflect the content of the Agreement
fully and correctly.

3.8 Changes In Writing. A change to the Agreement can only be agreed In Writing. If the
Parties have reached agreement on a certain change to the Agreement, NTEU will
confirm the change to the Client In Writing. This confirmation will in each case clearly
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951
state the consequences of the change in terms of substance, financial implications and
impact on deadlines.

4 Confidentiality

4.1 During the course of normal business dealings, the Client may be given access to
Documentation or other information (in hardcopy and/or electronic form) that relates
to NTEU (and any NTEU affiliates) past, present, and future research, development,
business activities, products, services, technical knowledge, clients and information
relating to products, projects or clients or other vendors and is identified by NTEU as
confidential or would be understood to be confidential by a reasonable person under
the circumstances (“Confidential Information”). In connection therewith, the following
subsections shall apply:
a) The Confidential Information may only be used for its intended use (“Purpose”).
b) The Client shall protect the confidentiality of the Confidential Information in at least
the same manner that it protects the confidentiality of its own proprietary and
confidential information of like kind, but in no event shall Client exercise less than
reasonable care in protecting such Confidential Information.
c) Access to the Confidential Information shall be restricted to Client’s personnel with
a need to know in relation to the Purpose.
d) All Confidential Information made available to Client, including copies thereof, shall
be returned or destroyed upon NTEU’s request. For the avoidance of doubt, the
Client may retain, copies of NTEU’s Confidential Information required for
compliance with its record keeping or quality assurance requirements.
e) Nothing in these Terms and Conditions shall prohibit or limit either party’s use of
information (including, but not limited to, ideas, concepts, know-how, techniques,
and methodologies) (i) previously known to it without an obligation of confidence,
(ii) independently developed by or for it, (iii) acquired by it from a third party which
is not, to its knowledge, under an obligation of confidence with respect to such
information, or (iv) which is or becomes publicly available through no breach of this
Agreement.
f) If the Client receives a subpoena or other validly issued administrative or judicial
process demanding to release NTEU’s Confidential Information, the Client shall
promptly notify NTEU of such receipt and tender to it the defense of such demand.
The Client receiving the subpoena shall thereafter be entitled to comply with such
subpoena or other process to the extent required by law.

5 Prices

5.1 Currency. Unless otherwise stated in the Quotation, all prices are in Euros and exclude
VAT, disposal charges, the costs of import formalities such as: customs, taxes, import
and transit permits, and import security.

5.2 Costs of transport and insurance within the Netherlands. Unless otherwise agreed In
Writing, the costs of transport and insurance for delivery within the Netherlands will be
borne by the Client.
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951

5.3 Costs of transport and insurance abroad. For delivery outside of the Netherlands the
costs of transport and insurance for delivery will be borne by NTEU. Delivery will take
place CIP Destination AirPort or Destination Port in conformity with the most up-to-date
version of the Terms and Conditions applicable at the time of the Proposal or
Quotation, unless otherwise agreed In Writing.

5.4 Administrative costs. NTEU may charge a fee as a contribution to the administrative and
logistics costs for orders that do not exceed a minimum amount as determined by
NTEU.

6 Risk & Delivery

6.1 Unless a different arrangement has been agreed In Writing, delivery takes place when
the goods are handed over to the first carrier engaged to transport the goods to the
agreed destination. The risk of theft, damage, destruction or deterioration transfers to
the Client at the time the goods are handed over to such first carrier.

6.2 Reporting transport damage. The Client shall report In Writing any Defect, shortcoming
or damage directly to NTEU within 24 hours of the delivery; in the absence of any such
report, the goods will be deemed to have reached the Client in good order, in full and
without loss or damage.

6.3 Partial deliveries. NTEU is entitled to deliver goods in batches and to invoice these
batches separately.

7 Call-off orders

7.1 Definition. The Parties may agree that the Client will take a certain quantity of products
within a certain period and that the Client will take this quantity in more than one
separate delivery, in accordance with a specific call-off schedule. This agreement will
hereafter be referred to as a ‘Call-off Order’. In this case, NTEU will have the right to
invoice the individual deliveries separately.

7.2 Deliveries according to the call-off schedule. If a Call-off Order is agreed, NTEU will
arrange the individual partial deliveries on the agreed delivery dates.

7.3 Deviations from the call-off schedule Once a Call-Off Order has been agreed, the Parties
can agree a deviation from a delivery time specified in the call-off schedule.

7.4 Written confirmation Any change to the call-off schedule will only come into effect once
the modified delivery dates for the partial deliveries in question have been confirmed to
the Client by NTEU In Writing.

7.5 Extended stocking If as a result of an agreed change to the call-off schedule, NTEU has
to keep goods in stock for a longer period than would have been the case if the original
call-off schedule had been observed, then NTEU will keep these goods on its premises
at the expense and risk of the Client.
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951

7.6 Changes to call-off schedule and end date If the Parties agree a new delivery date for a
specific partial delivery of a Call-off Order, the delivery dates agreed for the remaining
partial deliveries will remain unchanged and will not be automatically altered. A new
agreed delivery date for a partial delivery cannot be later than the delivery date
originally agreed for the last partial delivery for the Call-off Order. If the Client wishes to
change the delivery date for the final delivery in the Call-off Order, the Agreement must
be changed as described in Article 3.8.

7.7 Termination of Call-off Order A Call-off Order can only be terminated prematurely with
the consent of both Parties. If the agreed price was based on acceptance of a fixed
volume and if the volume actually accepted was lower, ordinarily requiring a higher
price, the Client will be obliged in all instances to pay a reasonable price as determined
by NTEU based on the volume actually achieved.

8 Delivery times

8.1 No fatal deadlines. NTEU will provide the estimated delivery dates in its Proposal or
Quotation. Once the Agreement is concluded, NTEU can verify the estimated delivery
dates and confirm them to the Client. The confirmed delivery dates can differ from the
estimated delivery dates. Neither the estimated delivery dates nor the confirmed
delivery dates are fatal deadlines.

9 Force majeure

9.1 No obligation in the case of force majeure Neither Party shall be liable to the other
party for any failure to meet an obligation arising from any cause or causes beyond its
reasonable control.

9.2 Scope. Force majeure is understood to include the following: (I) force majeure
affecting NTEU’s Suppliers; (II) a failure by Suppliers imposed on NTEU by the Client to
correctly meet their obligations; (III) defects in third-party items, equipment, software
or materials that NTEU is required to use by the Client; (IV) extraordinary government
regulations; (V) material disruptions to power supply; (VI) major disruption to internet,
network or telecommunication services; (VII) war; (VIII) strikes; (IX) terrorist attacks or
occupation; (X); epidemics and/or pandemics; (XI) major financial crises; and (XII) the
failure to facilitate normal business dealings by banks.

9.3 Termination. If a force majeure situation lasts longer than ninety days, each Party has
the right to terminate the Agreement In Writing. If services have been performed
based on the Agreement, these will be settled on a pro rata basis in this case, without
the Parties otherwise being under any obligation towards each other. The Parties will
make any payments to be made in connection with this settlement immediately.

9.4 Notification of force majeure If NTEU wishes to invoke force majeure, NTEU shall
inform the Client of this as soon as this is practically possible. The consequences of
force majeure will come into effect from the point in time at which the circumstances,
cause or incident leading to it occurred.
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951

9.5 Postponement If NTEU cannot meet its obligations towards the Client due to force
majeure and NTEU assesses that the force majeure situation will be of short or
temporary nature, NTEU shall be entitled to postpone fulfilment of the Agreement
until the circumstances causing the force majeure situation have passed.

10 Use and warranty

10.1 Product guarantee. In conformity with the other provisions of The Terms and
Conditions, NTEU does not warrant that the Deliverables meet product specifications
and or generally described product characteristics at the time of delivery unless such
specifications and or characteristics have been specifically confirmed as under
warranty by NTEU to the Client In Writing.

10.2 Repair or replace. If there is a Defect in a NTEU Deliverable and such Defect is
attributable to NTEU and under warranty, NTEU may ensure that the Defect is repaired
or that the defective item is replaced if this is reasonably possible.

10.3 Deadline. Unless other warranty periods are specified In Writing or in an Agreement,
the warranty period for new items is 3 (three) months from the time of delivery.
Unless otherwise stated In Writing, no warranty will be given for used items delivered
by NTEU.

10.4 Reporting of Defects during the warranty period. If the Client has become aware of a
Defect and wishes to invoke the warranty, the Client must report such Defect to NTEU
In Writing Immediately after it becomes aware of it or should reasonably have become
aware of it if it had taken effective measures. The report of the Defect must be specific
such that it is clear to NTEU without further clarification what the nature of the Defect
is and what actions it could reasonably be expected to take. When reporting the
Defect, all relevant circumstances that are or could be of importance in the
assessment of the facts of the Defect must be described.

10.5 Dispatch to NTEU Goods that qualify for a warranty must be returned to NTEU at the
Clients expense. All related costs, – including but not limited to costs relating to
mounting and demounting, installation, calibration, verification, starting up, loss of
production, waiting time, production standstill, packing, insurance and transportation –
are borne by the Client.

10.6 Reimbursement of costs. If the goods sent to NTEU under warranty do not show any
Defects after being inspected or if the Client is not entitled to a warranty then the
Client is obliged to reimburse NTEU for all costs of inspection, storage and dispatch.

10.7 What is excluded from the warranty. Regardless of the other provisions of this article
outlined above, Client will not be entitled a warranty in the following cases:
• The Deliverables are not used for the purposes and in the circumstances for which
they were delivered;
• The Deliverables were used contrary to the instructions and specifications;
• The Defect is the result of normal wear;
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951
• Items that are prescribed by the Client or that have been obtained from third
parties as prescribed by the Client.
10.8 Expiry of warranty All applicable warranties expire upon occurrence of the following:
• Changes, adjustments and/or repairs made to the Deliverables without NTEU’s
approval In Writing;
• The Deliverables are not or have not been used or treated in accordance with the
enclosed and/or applicable (manufacturing) specifications or operating
instructions;
• The Deliverables are not or have not been used or treated appropriately;
• The Deliverables are or have been used for purposes other than those for which
they are intended;
• The Deliverables are or have been used in a manner that could not reasonably be
foreseen by NTEU based on the information provided to NTEU by the Client prior
to or at the time of the creation of the Agreement.

10.9 Exemption from warranty obligations NTEU is exempt from its warranty obligations as
long as Client is not compliant with any material obligation towards NTEU. The
warranty period continues during the period in which NTEU is exempt from its
warranty obligations.

10.10 Loss during the warranty period Insofar as NTEU is bound to compensate loss or costs
incurred by the Client as a result of a Defect during the warranty period, compliance
with the warranty obligation by NTEU will be regarded as sole and full compensation.

11 Reservation of title

11.1 Extended reservation. The ownership of goods delivered by or on behalf of NTEU will
remain with NTEU up to the point in time at which the Client has met all related
obligations toward NTEU incumbent on it. The Client shall enable NTEU to exercise its
rights of ownership.

11.2 Due care. As long as NTEU retains ownership of the goods delivered by or on behalf of
NTEU, Client shall keep these goods separate from other goods such that they are
easily and clearly identifiable as goods belonging to NTEU.

11.3 Recovery. NTEU will be entitled to reclaim goods for which it retains ownership
without prejudice to NTEU’s right to demand compensation for any loss.

11.4 Recalling goods. The Client shall upon NTEU’s first request submit an authorization for
immediate recall of goods not yet fully paid for, wherever they may be located.

12 Prevention of loss, reporting a Defect

General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951

12.1 Due care of NTEU. When fulfilling the Agreement, NTEU shall exercise due care as
could reasonably be expected.

12.2 Warning. The use of items that are not working correctly can have serious
consequences for the functionality of processes or installations of which the
Deliverables form part, or for the persons involved.

12.3 Reporting of Defect. The Client must report a Defect In Writing immediately after it
becomes aware of it or could reasonably have become aware of it, if it had taken
effective measures. The report of the Defect must be specific so that it is clear what
the nature of the Defect is, and what actions NTEU could reasonably be expected to
take. When reporting the Defect, all relevant circumstances that are or could be of
importance in the assessment of the facts of the Defect must be described.

Liability

13.1 Conditions for compensation of damages. Apart from in cases of willful intent or gross
negligence by NTEU and in conformity with the other provisions of these Terms and
Conditions, NTEU is only obliged to compensate the Client for damages incurred as a
result of a Defect. An obligation to compensate for damages does not exist until such
time as any of the following conditions is met:
• The Defect has been reported to NTEU as prescribed in these Terms and
Conditions;
• NTEU is in default as described in these Terms and Conditions;
• The damages are attributable to NTEU;
• The Client has demonstrated that it has taken effective precautions to prevent or
limit any damages.

13.2 Liability insurance. NTEU can, but does not have to, insure itself against liability
towards the Client. If NTEU takes out liability insurance, this may affect the maximum
amount for which NTEU can be approached in the event of such liability. In entering
into an Agreement, the Client accepts the responsibility for checking in advance
whether the coverage offered by NTEU’s liability insurance is sufficient for covering
Client’s potential damages. NTEU shall at the first request of the Client send a copy of
the insurance policy to the Client.

13.3 Limitation of liability. If NTEU is liable towards the Client and is bound to compensate
the Client for damages, the obligation to compensate for such damages is limited to
compensation of direct damages and to a maximum amount the value of the
applicable Agreement (excl. VAT).
If the applicable Agreement has a term of more than a year, the maximum liability will
amount to the total compensation (excl. VAT) specified for one year immediately prior
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951
to the event causing damages. In all instances, the obligation to pay compensation is
limited to a maximum of two times the invoice value of the applicable order.
If the insurer pays out a sum in connection with NTEU’s liability as described above,
the obligation to compensate for damages is also limited to the amount that the
insurer will pay out for this case or to the amount covered by the insurance.

13.4 Exclusion of liability for indirect loss. NTEU is not liable for any indirect or
consequential damages or loss, which at least includes:
• Lost profit, production downtime, destruction or deterioration of goods caused by
production downtime, missed savings, stagnation of business or loss of goodwill;
• Damage or loss as a result of agreements with third parties, including customers of
the Client;
• Damages or loss connected to the use of items that the Client requires NTEU to use,
including but not limited to third-party installations, tools, machines, materials or
data or information or software;
• Damages or loss connected to the involvement of suppliers, programmers, advisers
or inspectors as stipulated by the Client;
• Damages or Loss as a result of (a) the corruption, destruction or loss of data or (b)
the configuration of digital equipment, software, information, data or (c) documents.
• The exclusions and limitations cited in this article will not apply if and insofar as the
damages are the result of willful intent or gross negligence on the part of NTEU.

13.5 Other exclusions NTEU’s liability is also excluded for the following:
• The direct and indirect consequences of inaccurate compliance by the Client with
operating instructions or the instructions for use;
• Normal wear and tear, and damage and/or wear and tear caused by inappropriate
use and as a result of overload or any other form of abnormal use.
• Abnormal or unforeseen circumstances or at least circumstances that NTEU could
not reasonably have expected based on the information given to it when the
Agreement was concluded;

13.6 Accumulation. The exclusions and limitations of NTEU’s liability as described in this
article do not affect the remaining limitations and exclusions as set out in the Terms
and Conditions.

13.7 Period of limitation. NTEU will not be liable for any claims that relate to events three
months after the date of such event and in any instance one years after delivery by
NTEU, regardless of the legal basis of the claim.

13.8 Indemnification. The Client will indemnify and compensate NTEU for all third-party
claims for damages by these third parties, where this is understood to refer to claims
for product liability and/or infringement of intellectual property rights resulting from a
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951
delivery to these third parties by the Client of a product that includes goods delivered
by NTEU.

13.9 Invoking of Terms and Conditions by others. The provisions of this article and all other
limitations and exclusions of liability specified in the Terms and Conditions also apply
to NTEU’s affiliated companies, its employees and all persons or companies engaged
by NTEU to fulfil the Agreement.

13.10 General terms and conditions of third parties in respect of goods sourced from a third
party by NTEU, the provisions regarding warranty, spare parts and liability applicable
to the agreement with this third party also apply to the Agreement between the NTEU
and Client if and insofar as NTEU invokes these provisions. In entering into an
Agreement, the Client authorizes NTEU to accept a limitation of the liability of this
third party.

14 Intellectual property rights

14.1 Property. All NTEU intellectual property, hereafter referred to as `IP´, vested in items
delivered to, developed for or made available to the Client, including documentation,
inventions, ideas, software, databases, diagrams, equipment, samples, circuits,
methods, configurations, installations, solutions, analyses, designs, reports, offers –
remain exclusively with NTEU.

14.2 Right of use to deliveries. Unless otherwise agreed in Writing, the Client will, insofar as
is applicable, only be granted perpetual, non-exclusive and non-transferable rights of
use to the specific application for which the agreed delivery was intended and only for
use in the country where delivery was due to be made under the Agreement.

14.3 Breach. If a product sold to the Client unexpectedly breaches an intellectual property
right of a third party in the Netherlands, and the Client is approached about this
matter, the Client is obliged to promptly inform NTEU of this In Writing. The Client is
also obliged to limit any damages resulting from such potential breach of IP as far as
possible. In any cases that arise, NTEU will be entitled to remedy any breach by doing
any of the following at its discretion:
• Assigning the right to use the particular product to the Client; or
• Modifying the product so that it is no longer in breach; or
• Delivering a replacement product that is not in breach; or
• Reimbursing the Client for the purchase price once it has received the product back
again, minus a reasonable remuneration for the period during which the product
was at the disposal of the Client.
The Client will not be entitled to enforce any claim against NTEU for a breach of IP
outside the Netherlands.
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951

14.4 Exclusions. NTEU is not liable for any breach of any intellectual property right or any
other exclusive right that is the result of any of the following:
• Any change within or to a product sold or delivered by or on behalf of NTEU;
• Any use or application of a product other than that prescribed by NTEU or which
NTEU may expect based on the Agreement;
• Integration, use or application with products not sold or delivered by or on behalf
of NTEU, including (parts of) systems and networks;
• Any software adaptation not performed by or on behalf of NTEU.

15 Payment

15.1 Payment terms. The Client will pay invoices in accordance with the payment terms
stated on the invoice. If no specific terms are stated on the invoice, the Client will pay
within fourteen (14) days of the invoice date. The Client is not entitled to offset
anything against an invoice or postpone a payment.

15.2 Late payment. If the Client fails to pay the amounts it owes on time, the Client will owe
the statutory interest applicable to commercial transactions, charged monthly on a
cumulative basis, for the outstanding amount, without any dunning procedure or notice
of default being required. If after a payment reminder, dunning procedure or notice of
default the Client still does not meet its payment obligations within a reasonable
period, the Client will be in default by law. From that moment, the Client will also be
bound to compensate NTEU for any legal and extrajudicial costs actually incurred in
relation with such late payment.

15.3 Complaints regarding invoices. Complaints relating to an invoice must be submitted to
NTEU In Writing within 8 (eight) days of the date on the invoice.

15.4 Payment obligation remains. Reporting a Defect as described in these Terms and
Conditions does not discharge the Client from its payment obligations towards NTEU.

16 Applicable law and disputes. Dutch law

16.1 Any Proposal or Quotation prepared, any Agreement entered into by NTEU and all other
legal relations between the parties are subject to Dutch law. The applicability of the
1980 Vienna Sales Convention is excluded.

16.2 Differences arising from an Agreement or in relation to a Proposal or Quotation will be
settled amicably if possible. Should an amicable solution not be reached, such
difference or conflict between NTEU and Client will be brought before the competent
court in the district of Utrecht, The Netherlands as the court of first instance, on the
understanding that if a particular court is designated as the competent court by law, the
dispute will be resolved by the court thus appointed as the court of first instance, all
this without prejudice to the right of NTEU to file for seizure, injunction or other
temporary measures before the legal authorities in the area(s) of its choice if it so
wishes.
General Terms & Conditions Sales & Delivery NTEU B.V.
Edisonstraat 7, 2181AB HIllegom, The Netherlands
KvK 80934951

17 Validity

17.1 If any clause of these Terms and Conditions is invalid and/or unenforceable, either in
part or in full, as a result of any statutory provision, court ruling or any directive,
decision, recommendation or measure from any local, regional, national or
supranational authority or instance, or for any other reason, then this will not affect the
validity of the remaining clauses of these Terms and Conditions. If a clause of these
Terms and Conditions is invalid for one of the reasons cited in the previous sentence but
would be valid if it had a more limited scope or purpose, then this clause will
automatically be valid in the broadest sense or to the greatest extent possible within
the limited scope or purpose with which it is valid.

18 Filing

18.1 These general terms and conditions have been filed with the Chamber of Commerce.