GENERAL CONDITIONS OF SALE, PURCHASE, DELIVERY AND PAYMENT for PRORIL Pumps Europe B.V.

GENERAL CONDITIONS OF SALE, PURCHASE, DELIVERY AND PAYMENT for PRORIL Pumps Europe B.V.

GENERAL CONDITIONS OF SALE, PURCHASE, DELIVERY AND PAYMENT 
for PRORIL Pumps Europe B.V.
established in Doetinchem 

Article 1: Definition

For these terms and conditions the following is applicable:
a.    PRORIL: PRORIL Pumps Europe B.V., established in Doetinchem, is hereinafter referred to as PRORIL;
b.    Other party: Every natural or legal person that receives from PRORIL an offer to supply, carry out repair, maintenance and/or service, and/or the acceptance of installation operations of pumps and components and pump systems and/or to that end provides to PRORIL an order and/or concludes with PRORIL an agreement in relation to the aforesaid, as well as every natural or legal person that supplies PRORIL with goods and services.

Article 2: Applicability

  1. These general conditions are applicable to all PRORIL offers, all orders from the other party to PRORIL and all agreements between PRORIL and the other party, as well as all undertakings of any kind whatsoever, based on and arising from in particular in relation to carrying out the repair, maintenance and/or service, and/or the acceptance of installation operations of pumps and pump systems and/or training / supervision support, the sale and supply of pumps and related matters, hereinafter referred to as "the product".
  2. Any deviations from these general conditions are only applicable if and insofar as these have been agreed in writing between PRORIL and the other party.
  3. The applicability of general (purchasing) terms & conditions employed by the other party is herewith expressly rejected.

Article 3: Offers

  1. All PRORIL offers are non-binding and made without commitment, unless otherwise stated, and done on the basis of the prevailing day prices and specifications valid at that time and based on the performance of the agreement by PRORIL under normal circumstances and during standard working hours.
  2. All images and descriptions, drawings, catalogs, brochures, pricelists and other data accompanying an offer are non-binding. They refer only to the design and implementation of the products and/or services to be supplied and shall not be binding. PRORIL reserves the right to make changes to this data.

Article 4: Conclusion of the Agreement

  1. An agreement is concluded if PRORIL receives a written order or receives a written acceptance on an offer made by PRORIL from the other party and commences the performance of the order.
  2. Any commitments or agreements made verbally with PRORIL subordinates are binding only if and insofar as they are confirmed in writing by PRORIL.
  3. Changes or additions to the agreement are binding to PRORIL only after written confirmation by PRORIL.
  4. Additional work is understood as that which is supplied and/or provided as extra by PRORIL in consultation with the other party during the performance of the agreement in addition to that which is expressly documented in the agreement or the order confirmation or provided as extra by the other party in addition to the activities expressly documented in the agreement or the order confirmation.

Article 5: Pricing

  1. Price quotations are non-binding and are made only on the basis of the daily prices, salaries, social security costs, travel and material costs applicable at the time of quotation. Price quotations are not subject to any legal challenge or claim.
  2. The prices quoted by PRORIL are exclusive of VAT and are based Ex Works, Doetinchem, the Netherlands (EXW in accordance with the applicable Incoterms inforce on the day of the agreements conclusion), except as otherwise agreed in writing. Any applicable discounts are always listed separately on the invoice.
  3. If after the conclusion of the agreement, but prior to delivery, one or more cost factors are increased (without limitation), for example an increase in duties and / or taxes, wages, supplier prices, delivery costs, or changes in currency values - even if this occurs due to foreseeable circumstances - PRORIL is entitled to increase the agreed price accordingly.
  4. Errors in the pricing, which can be demonstrated on the basis of a valid price list, can be corrected by PRORIL after the conclusion of the agreement and passed on to the other party.
  5. Product samples, customer specific drawings and test inspections will be charged separately, unless stated as being included in the scope of supply. If any repeat orders require new drawings, calculations, descriptions, samples or tools and the like, additional costs will be charged.
  6. Packaging costs are not included in the price, except for that of cardboard or other light packaging. Return of used packaging, if agreed, is not included in the price and will be calculated separately.
  7. Costs of loading and unloading and the transport of available raw materials, semi-finished products models, tools and other products incurred by the other party are not included in the price and will be charged separately. Any of the aforesaid costs paid by PRORIL are to be understood as an advance for the cost of the other party, PRORIL is entitled to settle such costs immediately or bill these costs at a later stage.
  8. If PRORIL agreed to install the product, the price is calculated including installation and operational handover of the product at the place specified in the quotation and including all costs, save for costs not included in the price in accordance with the preceding paragraphs. Costs incurred due to unworkable weather conditions are passed by PRORIL to the other party.
  9. Any unforeseeable costs, particularly costs incurred in the installation, whereby the installation cannot be undertaken in normal daytime hours for whatever reason and where travel and accommodation expenses are incurred, to the extent that such costs were not included in the price, are for the account of the other party.
  10. If PRORIL and the other party have agreed a price in a currency other than the euro, the euro exchange rate applicable is that valid on the day of the order acceptance.

Article 6: Credit Insurance

  1. All offers and price quotations are made subject to the condition that the credit insurance provider with which PRORIL cooperates will provide sufficient credit coverage for the agreement with the other party. If such coverage is not granted or the other party does not meet the conditions mentioned in the following paragraph, the agreement becomes void and therefore should be understood as not concluded.
  2. If the credit insurance provider does not provide coverage that is sufficient to the satisfaction of PRORIL, the other party is obliged to provide an acceptable bank guarantee or alternative suitable form of payment for the desired value to PRORIL within a time period defined by PRORIL.
  3. If the credit insurance provider does not provide sufficient coverage to the satisfaction of PRORIL, and the other party is unable to provide within the time period determined by PRORIL an acceptable bank guarantee or other payment security, the first condition of this Article 6 is then applicable and the agreement shall be deemed not to have been concluded and is therefore void.

Article 7: Drawings, calculations, descriptions, models, tools and the like.

  1. Data elements in catalogs, images, drawings, measurements and weight declarations and other similar data are only binding if and insofar as they are explicitly included in an agreement signed by the parties or included in an order confirmation signed by PRORIL.
  2. The offer submitted by PRORIL inclusive of calculations, software, descriptions, models, tools and the like remains the property of PRORIL, including any rights to intellectual property, irrespective of whether costs are charged. The information that is implicit or connected to the manufacturing and construction methods, products, etc., remains exclusively reserved for PRORIL, even if costs have been charged. The other party shall guarantee that such information, except insofar as to implement the agreement, shall not without the written permission of PRORIL, be copied, shown to third parties, made known to or used by third parties.

Article 8: Data Provision

  1. PRORIL is entitled not to start an order or agreement, or not to perform further, under the same conditions if it appears that the information provided by the other party for the performance of the order or agreement is invalid / or incomplete. PRORIL is entitled to claim compensation for any costs up to that point, without any obligation to pay any amount to the other party.

Article 9: Delivery and Transport

  1. Delivery times given are approximate and can never be considered as deadlines. The delivery period starts on the last day of one of the following dates:
    a.  The day of the agreements conclusion;
    b.  The day of receipt by PRORIL of the documents required for the performance of the agreement, data, licenses, etc.
    c.  the date of completion of the formalities required for commencing the work;
    d.  the day of receipt / acceptance by PRORIL of any agreed payment security including prepayment.
    PRORIL is not liable for and will not be found in default by any overrun of the delivery time before PRORIL has been served formal written notice of default and that PRORIL has been granted a reasonable time frame in which to fulfil the delivery and only in such case that PRORIL still remains negligent in doing so.
  2. The delivery time is based on the working conditions prevailing at the time of the agreements conclusion and the timely delivery by PRORIL suppliers. If a delay occurs as a result of a change in the said working conditions or the failure of PRORIL suppliers to perform or other circumstances which are not at the expense and risk of PRORIL, the delivery time is extended as required without PRORIL being liable for any damages. Delivery will take place according to the agreed Incoterm (in accordance with the version of Incoterms applicable on the day of the agreements conclusion).
  3. Concerning the extension of the delivery time specified and without prejudice to the provisions stated elsewhere in this agreement, the delivery time is extended by the duration of the delay incurred on the side of PRORIL or due to any non-compliance by the other party of any obligation arising from the agreement or delay in cooperation from the other party with respect to the implementation of the agreement.
  4. Only in the case that there is an excessive delivery overrun by PRORIL (more than 12 weeks) and the excess is not caused by force majeure, does the other party have the right to terminate the agreement. However, the other party has no entitlement to any payment for penalties or damages. Exceeding the delivery - for whatever reason – gives the other party no right to perform or arrange activities for the performance of the agreement without judicial authorization.
  5. Partial deliveries are permitted and may not be refused by the other party. Any additional delivery expenses are for the account of PRORIL, unless the partial delivery is made at the request of the other party.
  6. If the agreement states that supply will take place "on a call-off basis" of the other party, the other party is obliged in the agreed period or in default thereof within 10 working days after a relevant written request of PRORIL to call off the delivery of the purchased products and take these into storage.
  7. The packaging of the products to be supplied by PRORIL is made in accordance with good workmanship and normal commercial practice.
  8. Returns are not accepted by PRORIL unless PRORIL has given express written permission. Returns are made for the account and risk of the other party. In case of a return of pumps that have been used for pumping corrosive or other dangerous substances, the type of substance should be clearly indicated with a specification and a warning.
  9. The other party is obliged to take the products at the time they are delivered in accordance with the applicable Incoterm. If the other party refuses to take delivery of the goods or fails to provide information or instructions necessary for the delivery, the products will be stored at the risk of the other party. In that case, the other party will be liable for all additional costs, including storage costs. PRORIL also reserves the right to terminate the agreement without prejudice to its rights to claim full compensation for costs incurred and / or damages (including any loss of profits). Even when orders are completed with deliveries “on a call-off basis”, PRORIL is entitled to the measures described above, where the products purchased have not been taken within 10 working days of a written request from PRORIL.
  10. An agreed contractual penalty for the overrun of the delivery time applies in place of any possible right of the other party to claim damages. However, any such contractual penalty is not payable if the delivery time overrun is due to force majeure.

Article 10: Assembly / Installation

  1. The other party is responsible to PRORIL for the correct and timely execution of all arrangements, provisions, conditions and/or data and/or drawings which are necessary for the set-up of the product to be installed and/or the proper operation of the product in its installed state, except if and insofar as that execution is carried out by or on the directions of PRORIL according to data provided and/or drawings produced by or under the direction of PRORIL.
  2. Notwithstanding paragraph 1, the other party ensures for its own account and risk:
    a.     the staff of PRORIL once they have arrived at the place of installation, can begin work and continue to work during normal working hours and, if PRORIL deems it necessary, outside normal working hours, provided that PRORIL notifies this to the other party in good time or if a situation of force majeure makes this necessary;
    b.     there is suitable accommodation and / or all provisions are in accordance with government regulations, and the use of the following conditions/facilities for the staff of PRORIL are present;
    c.     the access roads to the place of installation are suitable for the required transport;
    d.     the designated installation site is suitable for storage and assembly;
    e.     the necessary lockable storage facilities are available for materials, tools and other products;
    f.      the necessary and qualified labor, auxiliary tools, auxiliary and industrial materials (fuels, oils and lubricants, cleaning and other small items, gas, water, electricity, steam, compressed air, heating, lighting, etc.) are available, and the other party's standard measuring and testing equipment are free and available for use in the correct place and at the disposal of PRORIL, unless otherwise agreed in writing;
    g.     all necessary safety and precautionary measures have been taken and are maintained and that all measures have been taken and maintained in order to meet the applicable national regulations with regards to the assembly / installation.
    h.     at the start of and during the installation, any required equipment is present and in the right place.
  3. Damages and costs arising due to non-compliance with the conditions laid down in this Article are for the account and risk of the other party.
  4. With regard to the assembly / installation time, Article 9 of this agreement shall apply.
  5. PRORIL reserves the right to outsource the assembly and installation work to a third party.

Article 11: Acceptance Testing

  1. If an acceptance test has been agreed, following the receipt of the products or if assembly/installation is included in the agreement after the assembly/installation has taken place, the other party will give PRORIL the opportunity to carry out the necessary tests, as well as make any improvements and changes that PRORIL considers necessary. The acceptance testing will take place immediately after the request of PRORIL in the presence of the other party. If the acceptance testing has been carried out without a specified and well-founded complaint and if the other party does not fulfill the above obligations with regards to performing the test, the product will be deemed to meet the required standards and will be considered accepted.
  2. The other party ensures the necessary conditions will be available for the acceptance testing and for any tests the required conditions and facilities will be provided, including those described in Article 10 paragraph 2 sub f of this agreement, as well as making any representative samples of materials to be machined or processed available in a timely manner and free of charge in the correct place to PRORIL, so that the conditions of use anticipated by the parties for the product can be simulated as much as possible. If the other party does not comply with this, the final sentence in Article11, paragraph 1 of this agreement is applicable.
  3. In the case of any deviations which do not affect the intended use of the product, the product will despite these deviations, given that the deviations do not restrict the normal use, be deemed to be accepted. PRORIL will remedy any such deviations as soon as possible.
  4. Without prejudice to the obligation of PRORIL to fulfil its guarantee obligations the acceptance according to the preceding paragraphs will exclude any claim of the other party concerning a failure in the performance of PRORIL.

Article 12: Retention of Title

  1. All delivered products supplied by PRORIL remain the property of PRORIL until the other party has fulfilled all its obligations under all agreements concluded with PRORIL including
  2. a) the consideration (s) relating to the goods, previously delivered and not paid or to be delivered;
    b) the consideration (s) relating to services previously performed by PRORIL or to be performed;
    c) any damages, expenses and interest claims due to nonperformance by the other party of the agreement (s) with PRORIL.
  3. The other party will provide at the first request from PRORIL a non-possessory pledge on the products delivered to the other party owned by PRORIL, as security for all existing and future claims of PRORIL, for any reason whatsoever.
  4. The other party, so long as the above conditions have not been met, is not entitled by PRORIL to deliver products to third parties, to establish a pledge or possessory pledge, dispose of the product(s), lend or lease, or in any way transfer title, whatsoever beyond its control, subject to the next paragraph.
  5. The other party is allowed to use the products within its normal business or to sell them to a third party, with the exception that, until the other party has paid in full for the product(s) and has fulfilled its other obligations under all agreements with PRORIL, the other party assigns PRORIL in advance all rights on this third party to PRORIL. Among these rights are expressly included all claims and potential (future) claims for damages to or loss of the delivered products. The other party then transfers, as necessary, these rights to PRORIL which in turn accepts this transfer of rights. The other party is not permitted to sell the products as part of its normal business operations when the other party has been declared bankrupt or when the other party has applied for a suspension of payment. In case of non-payment of an amount due, suspension of payment, application for suspension of payments, bankruptcy or liquidation of products from the other party or seizure of the goods by a third party PRORIL has the right, without notice and without judicial intervention, to take back the delivered but not yet entirely paid products owned by PRORIL. The other party is obliged to provide all its assistance and to secure where relevant the cooperation of any third parties involved. If the other party fails to comply with the provisions of this paragraph, it shall receive a penalty of 10% of the amount owed to PRORIL, without prejudice to PRORIL rights to take the products back. If any of the conditions described in this paragraph of this Article occur, the other party is obliged to notify PRORIL thereof immediately in writing and also to notify both verbally and in writing the administrator, bailiff, receiver and said third party of PRORIL retention of title to the goods.
  6. The other party is obliged to insure the products delivered under retention of title and to keep them insured against fire, explosion, water damage and theft and also to provide a copy of the relevant insurance policy to PRORIL upon request. In addition, the other party is liable for all claims from insurers or third parties if the products do not fall under the cover of the relevant insurance or are not insured for the products with which title is retained by PRORIL and delivered under pledge at the first request by PRORIL and in accordance with the legally described manner.

Article 13: Payment, Default and Cancellation

  1. Unless expressly agreed otherwise in writing, payment must be made within 30 days after the invoice date, without discount or offset, deduction or suspension in a bank account specified by PRORIL. The date of payment is the date of crediting of that account.
  2. If partial delivery is agreed PRORIL is entitled to invoice separately for each (partial) delivery. PRORIL is entitled to partial delivery (and) to demand payment before delivering the remaining product(s).
  3. If the invoice amount has not or is not fully paid after the payment date as set out in the first paragraph of this Article, the other party is in default by the mere expiry of that period in accordance with the law.
  4. If the other party in accordance with the provisions in the preceding paragraphs is found to be negligent in its performance of fulfilling its obligations and is therefore in default, PRORIL is entitled to terminate the agreement, without prejudice to PRORIL right to compensation.
  5. Without prejudice to the law the other party is considered to be in default in case:
    a.     The other party is in a state of insolvency;
    b.     The other party has been declared bankrupt;
    c.     The other party requests a suspension of payment;
    d.     The other party is charged with a legitimate claim by a third party, unless this is resolved within one month, with or without security;
    e.     The other party ceases trading.
  6. From the day that the opposing party is in default, if the other party is a registered company it is liable to pay the statutory commercial interest rate on the invoice amount due until the date of payment, if the other party is a private person then the legal rate of interest prevailing is payable until the date of payment.
  7. If PRORIL passes on the recovery of the invoice amount, the extrajudicial costs, which are set at 15% of the invoiced amount, with a minimum of € 250.00, are payable by the other party. The cost of a bankruptcy petition, judicial and execution costs will also be borne by the other party.
  8. Notwithstanding paragraph 7 of this Article, in the case that the other party is a private person - when the other party is in default - a notice which will be given for a final payment within 14 days and that the extrajudicial collection costs will be calculated based on the current legislation.
  9. Payments from the other party are first deducted from the interest and collection costs and then against the principal sum.
  10. If the other party has grounds to reject the invoice sent by PRORIL or has otherwise claims against it, the other party should within 8 days after the invoice date, state any such complaint, clarifying the reasons for the complaint in writing to PRORIL. Failure to so will deem the invoice to have been accepted.

Article 14: Security

  1. PRORIL is entitled at all times, notwithstanding the conditions in the preceding Articles to request full or partial prepayment or security if it deems this reasonable and necessary. This security or prepayment may be required by PRORIL at any time, both before and during the acceptance or performance of the agreement.
  2. If the security or advance payment was not provided to the satisfaction of PRORIL, then PRORIL is entitled to suspend its obligations under the agreement, with eventual rights to terminate the agreement without notice or judicial intervention in whole or in part, without prejudice to the right for payment of the already delivered products or services and without prejudice to the right to compensation, so that PRORIL is reimbursed in full.
  3. Items that have been physically transferred by the other party to PRORIL, are considered to be taken by PRORIL as a security for payment.

Article 15: Guarantee

  1. Subject to the following restrictions, PRORIL guarantees that the product supplied by PRORIL has the required characteristics and quality as specified in the agreement. PRORIL also guarantees the reliability of the services delivered by PRORIL and for the proper performance of the contract work related to the construction and materials, where PRORIL was free to choose such materials. PRORIL therefore grants a warranty period of 6 (six) months for the services provided by PRORIL and a warranty period of 12 (twelve) months for the products supplied by PRORIL after delivery. The aforementioned warranty applies exclusively to PRORIL products and services. For products from suppliers such as motor protection switches, the guarantee provisions of the relevant suppliers are applicable. If the agreement included the processing of material supplied by the other party, then PRORIL guarantees the reliability of the work performed for a period of twelve (12) months.
  2. The specified PRORIL technical characteristics of the products are determined by accurate measurements. Slight deviations give no right to seek repair, refit or replacement.
  3. If the delivered products are to be used outside the Netherlands, these products must meet the technical requirements or standards applicable in that country and be in accordance with the prevailing national standards. PRORIL is solely responsible for the supply of products in accordance with the specified technical requirements and / or compliance with standards. It is the obligation of the other party prior to the commencement of the agreement to make PRORIL aware of any specific legal requirements and technical standards explicitly in writing so they can be included as a part of the agreement. All other required technical deviations from standard PRORIL specifications should be notified explicitly in writing by the other party prior to the commencement of the agreement.
  4. Any such defects covered by the guarantee referred to in the first paragraph shall be remedied by PRORIL by repair or replacement of the defective part, whether or not in the business of PRORIL, or by sending a replacement part, the choice of remedy will be solely at the discretion of PRORIL. All costs that go beyond the obligation of the preceding sentence, such as (but not limited to) transportation costs, travel costs and costs of disassembly and assembly, shall be borne by the other party, unless confirmed in writing.
  5. The guarantee does not cover defects that occur wholly or partially as a consequence of:
    a.     non-compliance with operating and maintenance instructions or technical specifications or usage other than the anticipated normal usage or improper application;
    b.     normal wear and tear (including seals and other wear sensitive (component) parts);
    c.     assembly / installation, repair or alterations made by the other party or third parties,
    d.     the application of any government regulation relating to the nature or quality of the applied materials;
    e.     materials or products used in consultation with the other party;
    f.      materials or products that are provided by the other party to PRORIL for processing;
    g.     materials, products, methods and designs, insofar as applied on the express instruction of the other party, as well as of materials and products delivered by or on behalf of the other party;
    h.     components purchased by PRORIL from third parties, insofar as the third party has provided no guarantee to PRORIL.
  6. If the other party does not, not properly or not in a timely manner comply with any obligation, that arises for the other party from the agreement concluded with PRORIL or from a related agreement, PRORIL is obliged in relation to any of these agreements to render any guarantee, howsoever named, as invalid.
  7. If the other party undertakes without prior written approval from PRORIL any disassembly, repair or other activities on the product or arranges for this, each claim pursuant to the guarantee shall be invalid.
  8. The other party is obliged to check PRORIL delivered products and / or services immediately upon delivery for any visible defects. Particularly, though not exclusively, to control the number of products supplied and note any shortages, surplus and / or damages to the products.
  9. For visible defects, the other party should as soon as possible upon discovery and within a period of eight days from the date of delivery give written notice to PRORIL, with an explanation of the nature of the defect. Failure to do this will deem the delivery to be accepted and any claim against PRORIL lapses in respect of such defects.
  10. Other products defects and / or services must be reported within eight days after discovery or after they were reasonably discovered, in writing and duly substantiated to PRORIL. Failing which it shall be deemed that the delivery was accepted and any claim against PRORIL in respect of such defects is invalid.
  11. In the event of a complaint PRORIL should always be given the opportunity to investigate the complaint on site. Should the complaint for whatever reason be proven invalid, all costs arising from the processing of the complaint will be for the account of the other party. These costs may include travel, accommodation and staff costs (time spent and the like).
  12. No claims will be accepted in relation to products that have been wholly or partially incorporated, treated or used.
  13. In order to carry out its guarantee obligations PRORIL has the choice to supply either a new product or to repair the product free of charge.
  14. If PRORIL as part of its guarantee obligation supplies new products or components thereof, for those products or components all conditions as stipulated in this article will apply.
  15. Should PRORIL as part of its guarantee obligations replace components/products, the replaced components/products should be understood as the property of PRORIL. The delivery costs of replaced products or components thereof are for the account of the other party.
  16. Any alleged non-compliance by PRORIL in terms of fulfilling its guarantee obligations does not relieve the other party of its obligations that arise for the other party as a result of any agreement concluded with PRORIL.
  17. The other party will allow PRORIL without delay access to the product in respect of which the other party has complained, failing which the claim will be rejected as unfounded and any guarantee obligation will be invalid.

Article 16: Force Majeure

  1. Force majeure should be understood in these general conditions of supply as any circumstance independent of the will of PRORIL that permanently or temporarily impedes the fulfilment of the agreement, as well as, insofar as these have not already been included, but not limited to, war, threat of war, civil war, riots, strike, lock-out, the failure of suppliers to comply with the agreement, the failure of transport operators engaged in the performance of the agreement, transport disruptions, and emergencies, such as water damage, fire and theft at PRORIL and/or other serious incidents in the business of PRORIL or its suppliers.
  2. In the event of force majeure PRORIL has the right, at its option, to the extent that agreement is not yet completed to suspend the performance of the agreement until such time that an end to the situation of force majeure is reached. If the agreement has not been started to cancel the agreement, in whole or in part without judicial intervention and without obligation to pay any compensation.
  3. Both in case of a suspension and or a cancellation PRORIL is entitled to demand immediately payment for the already completed and implemented activities of the agreement by PRORIL, this may include, processed and manufactured raw materials, materials, components, other products and hours worked, for a value that has been reasonably assigned to them.

Article 17: Liability

  1. PRORIL accepts no further liability other than the PRORIL obligations arising from Article 15 towards the other party.
  2. Except where there is intent or gross negligence on the part of PRORIL and subject to legal liability under mandatory provisions, PRORIL is not liable for any damage suffered by the other party. Liability for indirect loss, consequential loss, immaterial damage, business or environmental damage, or damage as a result of liability towards third parties, is expressly excluded.
  3. PRORIL is not liable for damage for which the other party has or should have insured under these General Terms and Conditions
  4. If and to the extent that, despite the foregoing provisions of this Article, any liability remains with PRORIL for any grounds whatsoever, this liability is limited to the amount paid for this event to PRORIL from its business liability insurance.
  5. If and insofar as no coverage under the said business liability insurance is provided and notwithstanding the above conditions in this article, PRORIL liability is in any case limited to an amount equal to the net invoice value of the products or services concerned, provided that PRORIL at most, will be liable only up to a maximum of the invoice value per claim. A series of related events resulting in damages shall be considered a single event for purposes of the application of this Article..
  6. The other party indemnifies PRORIL against third-party claims - and all costs arising therefrom for PRORIL concerning the matter of damage, for which PRORIL has excluded its liability.

Article 18: Suspension and Termination

  1. If the other party does not properly or timely fulfill any obligation for which the other party is responsible with regards to its agreement (s) with PRORIL or resulting from a related agreement; or if there are good grounds to suspect that the other party is unable or will be unable to fulfill its contractual obligations to PRORIL; or if there is any bankruptcy, receivership, closure, liquidation or partial transfer - whether or not as security - of the business of the other party (including the transfer of an important part of the claim of other party), then in the aforesaid cases PRORIL is entitled without notice of default and without judicial intervention to suspend each of the agreements for a reasonable time or to terminate the agreements without PRORIL being liable to pay any compensation or guarantee and without prejudice to any other PRORIL rights.
  2. PRORIL is entitled to claim immediately with respect to the already completed part of the agreement, and the damages arising from the suspension or cancellation, including those costs incurred by PRORIL such as storage costs, processed and manufactured raw materials, other materials and components and loss of profit.

Article 19: Cancellation

  1. Cancellation of the agreement by the other party is not possible in principle. Nevertheless, if the other party cancels an agreement, wholly or partially, for any reason, the other party is obliged to compensate PRORIL with a view to the costs which have been reasonably incurred in the performance of the agreement (including costs for preparation, storage and the like) notwithstanding the right of PRORIL to seek compensation for loss of profits and other damages.

Article 20: Applicable Law and Jurisdiction

  1. All agreements to which these conditions are wholly or partially applicable, are subject to Dutch law. The applicability of the Vienna Sales Convention is excluded.
  2. The Dutch courts, in particular that of the Gelderland court has jurisdiction to hear any disputes that may arise from an agreement to which these terms and conditions are wholly or partially applicable, or as a result of further agreements unless PRORIL wishes a hearing in another competent court.
  3. Paragraph 2 shall not prejudice the right of PRORIL to obtain a ruling through arbitration by the International Chamber of Commerce in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator. The place of arbitration is Amsterdam, the Netherlands. Arbitration proceedings shall be conducted in the English language.
  4. This document is a translation from Dutch. In case of discrepancies the Dutch version will be the authentic source for the purpose of determining the content and meaning of the text.

These general terms and conditions were registered at the Chamber of Commerce and Industry for Central Gelderland in Arnhem, the Netherlands on November 11, 2016 under the number 09101589.