General terms and conditions Knegt BV
Article 1. Definitions and use
1.1 The following definitions are used in these General Terms and Conditions:
(a) Purchaser: the party(ies) to whom Knegt sells and/or delivers Products and/or the party on whose behalf Knegt has performed a service in any (other) way;
(b) General Terms and Conditions: these general terms and conditions as amended from time to time;
(c) Driver Instructions: the manual drawn up by Knegt with instructions for the drivers of the Products;
(d) Services: any form of service provided by Knegt to the Purchaser;
(e) End User: a party that can derive rights from a Warranty;
(f) Warranty: the warranty given by Knegt on the basis of these General Terms and Conditions and recorded in the Warranty Certificate;
(g) Warranty Certificate: the certificate containing Knegt's agreed warranty with respect to Products;
(h) Knegt: Knegt BV, with its registered office in Veldhoven, registered in the Trade Register of the Chamber of Commerce under number 17160627;
(i) Parts: original parts supplied and approved by Knegt;
(j) Maintenance Book: the book drawn up by Knegt in which the maintenance intervals/instructions are shown and the maintenance services are documented with regard to the relevant Product;
(k) Powerpack: the entire Powerpack consisting of the “high voltage” powerpack and the central control unit;
(l) Products: all products but not limited to as stated on the website https://knegt-international.nl/ and in the broadest sense of the word; and
(m) Preliminary Inspection: an inspection carried out by or on behalf of Knegt prior to delivery of the Product by or on behalf of Knegt.
1.2 These General Terms and Conditions apply to all offers, quotations, agreements (including appendices) and all agreements resulting from these that are entered into or provided by Knegt. Changes and additions to the General Terms and Conditions only relate to them and only apply if they have been agreed in writing with Knegt.
1.3 Purchaser acknowledges having received these General Terms and Conditions, having taken note of the content and accepting their applicability. All other (general) terms and conditions, in whatever form, are expressly rejected by Knegt.
1.4 If one or more provisions in these General Terms and Conditions are or become null and void at any time, in whole or in part, the remaining provisions in these General Terms and Conditions shall remain fully applicable. Knegt shall replace the provision in question with an enforceable and executable provision that, given the purpose and scope of these General Terms and Conditions, deviates as little as possible from the original provision.
1.5 In the event of any conflict between the content of the agreement entered into by Purchaser and Knegt and these General Terms and Conditions, the relevant provisions of the agreement shall prevail, unless otherwise agreed.
Article 2. Establishment and amendment of an agreement
2.1 All offers are without obligation, even if they contain a fixed acceptance period. Knegt has the right to revoke its offer up to two (2) working days after the acceptance of the Purchaser has reached it. Agreements are only concluded by a written order confirmation, in whatever form, or after Knegt has started to execute the agreement. Employees of Knegt are not permitted to conclude an Agreement on behalf of Knegt, unless they have the explicit, written permission to do so, validly signed by Knegt.
2.2 Offers and quotations (including attachments) shall not apply if the Purchaser could reasonably have understood that they contained an obvious error or mistake.
2.3 An acceptance that deviates from the offer made by Knegt shall be considered a new offer and may always be rejected by Knegt. In that case, the agreement shall only be concluded if and to the extent that Knegt expressly agrees in writing to the changes and/or additions made by the Purchaser to the original offer.
2.4 All information provided by Knegt (such as offers, designs, images, drawings and know-how) of whatever nature and in whatever form are not binding. However, Knegt strives for the most accurate and truthful representation possible of dimensions, (performance) specifications and other data provided by Knegt with regard to Products.
2.5 All information provided by Knegt (such as offers, designs, images, drawings and know-how) of whatever nature and in whatever form is confidential. Disclosure, duplication, distribution and/or provision thereof to third parties is not permitted, unless this is approved in advance in writing by Knegt.
2.6 The offers and quotations (including attachments) of Knegt are (partly) based on information from the Purchaser. The Purchaser is always responsible for the correctness and completeness of this information. Knegt may assume the correctness and completeness of the information provided and will base its offer on this.
2.7 The prices stated in the offer are expressed in euros, excluding sales tax and other government levies or taxes and based on the prices and specifications that were valid on the order date. The prices are further exclusive of travel, accommodation, packaging, storage and transport costs as well as costs for loading, unloading and cooperating with customs formalities. Such costs and levies will be charged separately.
2.8 Any requirements that Purchaser may impose on the Products and/or Services must be made known by Purchaser in advance and included in the agreement. Failing this, Knegt is free to determine the content and composition of Products and/or Services itself.
Article 3. Prices
3.1 Knegt has the right to adjust the agreed prices without the Purchaser being able to terminate the agreement if, during the execution of the agreement, the costs of execution thereof increase, for example due to an increase in material prices, an increase in wage costs, taxes and premiums or other changes in the tax regime, a power or obligation under legislation or regulations or (other) reasons that were not foreseen when entering into the agreement.
Article 4. Payment
4.1 Unless otherwise agreed in writing, payments of (advance) invoices must be made within the term stated on the invoice. If a payment term is missing on the invoice, payment must be made within fifteen (15) days after the invoice date. Knegt may require that payment for Products and/or Services to be determined later must take place before (delivery).
4.2 Payment will be made to an account designated by Knegt.
4.3 Knegt is at all times entitled to request an (advance) payment or security from the Purchaser, before proceeding with the provision of services or delivery. If the Purchaser does not pay in advance or provide security within the set period, he will immediately be in default.
4.4 Any form of suspension, settlement and/or discount by the Purchaser is excluded.
4.5 If Purchaser does not pay the invoice on time, Purchaser will be in default immediately and by operation of law. Purchaser will then immediately owe interest to Knegt. The interest amounts to the statutory commercial interest.
4.6 Payments by Purchaser shall first be deemed to be payment of all interest and costs and then payment of other amounts that have been outstanding for the longest period, regardless of any statement to the contrary by Purchaser regarding payment.
4.7 Knegt is authorised to offset its debts to Purchaser with claims of companies affiliated with Knegt on Purchaser. In addition, Knegt is authorised to offset its claims on Purchaser with debts that companies affiliated with Knegt have to Purchaser. Furthermore, Knegt is authorised to offset its debts to Purchaser with claims on companies affiliated with Purchaser. Affiliated companies are understood to mean: all companies that belong to the same group, within the meaning of article 2:24b BW and a participation within the meaning of article 2:24c BW.
4.8 If the Purchaser does not pay on time, he will owe extrajudicial costs which are estimated at fifteen percent (15%) of the outstanding items. If the actual extrajudicial costs incurred are higher than follows from the above calculation, the actual costs incurred will be owed.
4.9 Knegt reserves the right to deliver and invoice Products and Services separately or in phases. If it has been agreed in advance that delivery will be in phases, Knegt is entitled to suspend the commencement of the work belonging to a subsequent phase until the Purchaser has approved the results of the previous phase in writing and has paid the invoices relating to that previous phase.
4.10 If Knegt is wholly or largely successful in legal proceedings, all costs incurred by it in connection with these proceedings shall be borne by the Purchaser.
Article 5. Delivery
5.1 Unless otherwise agreed in writing, delivery of the Products and Services will take place Ex Works (Veldhoven, Netherlands) (DDP Incoterms 2020),
whereby in the event of any change, the most recent version will apply to deliveries made after the date of such change.
5.2 All delivery and other terms indicated or agreed by Knegt (i) depend on the information known to Knegt at the time Knegt entered into the agreement and (ii) are based on timely delivery of the materials and/or parts ordered by Knegt and on timely delivery of all information required for the completion of the Product. Delivery times are therefore estimated delivery times. The delivery times stated to the Purchaser are never considered fatal terms, and exceeding them does not give the Purchaser any right to any compensation for, for example, damage and/or costs.
5.3 In the event of circumstances other than those Knegt was aware of at the time the delivery date and/or implementation period was determined, Knegt may extend these by the time it deems necessary to implement the agreement under those circumstances. If the work cannot be included in Knegt's (new) planning, it will be carried out as soon as the planning permits.
5.4 In the event of additional work, the delivery date and/or execution period will be extended by the time necessary to deliver or have delivered the required materials and components, as well as the time required to carry out the additional work. If the work cannot be included in Knegt's (new) planning, it will be carried out as soon as the planning permits.
5.5 In the event of suspension of obligations by Knegt, the delivery date and/or implementation period will be extended by at least the suspension period. If continuation of the work cannot be included in the (new) planning of Knegt, this will be carried out as soon as the planning permits.
5.6 Delivery will take place at the time that Knegt makes the item available to Purchaser at its business location and has informed Purchaser that the item is available to him, unless otherwise agreed in writing. From that moment on, Purchaser bears, among other things, the risk of the item for storage, loading, transport and unloading.
5.7 If Knegt arranges for shipment to Purchaser, this will be done, unless expressly agreed otherwise in writing, at the expense and risk of Purchaser. Knegt will charge all related costs, such as transport, insurance, packaging and/or cash on delivery costs, separately. Shipment to Purchaser will always be done to the last delivery address known to Knegt.
5.8 Purchaser is obliged to purchase the Products or Services at the time that they are made available by Knegt. Purchaser is not entitled to (any form of) suspension of its obligation to purchase. If Purchaser does not purchase the Products or Services (in time), they will (possibly) be stored by Knegt at the expense and risk of Purchaser.
Article 6. Retention of title
6.1 Knegt reserves full ownership of all items to be delivered to the Purchaser pursuant to Article 3:92 of the Dutch Civil Code until the Purchaser has fulfilled its obligations regarding:
(a) the consideration under the agreement(s) with Knegt for the goods delivered or to be delivered by Knegt;
(b) work performed or to be performed for Knegt on the basis of the agreement(s);
(c) any failure by Purchaser to comply with the agreement(s); and
(d) claims arising from failure to comply with the above-mentioned agreement(s), such as damages, fines, interest and costs.
6.2 The Purchaser is obliged to insure the Products sufficiently against fire, theft, third-party claims and deductibles until the time of full payment. The Purchaser is deemed to have assigned his rights arising from this insurance agreement to Knegt until the time of full payment.
6.3 The goods delivered by Knegt may not be consumed, encumbered or resold by the Purchaser, except within the normal course of business. This provision has effect under property law.
6.4 If Knegt wishes to exercise its ownership rights, the Purchaser hereby grants unconditional and irrevocable permission to Knegt or third parties designated by it to enter all places where Knegt's goods are located and to take back those goods, under penalty of forfeiture to Knegt of a daily fine of twenty percent (20%) of the new value of the Products.
6.5 Purchaser may not transfer or pledge any rights or obligations under any article of these General Terms and Conditions or the underlying agreement(s) without the prior written consent of Knegt. This provision has effect under property law.
Article 7. Complaints
7.1 Purchaser must inspect the Products immediately upon delivery. Damage occurring during transport must be reported to Knegt within twenty-four (24) hours after delivery of the Products at the destination, under penalty of forfeiture of the right to claim. Minor deviations or deviations of the kind considered normal within the industry, with regard to quality, number, colour, size, weight, finish etc. do not constitute grounds for a valid claim.
7.2 All rights claimed by Purchaser as a result of Knegt's alleged failure to meet its obligations (including Warranty) must be communicated by Purchaser in writing and with a precise statement of the nature and grounds of the complaints, no later than seven (7) days after Purchaser has discovered the defect or could reasonably have discovered it. Failing this, Purchaser's rights shall lapse (by operation of law). Purchaser's rights shall also lapse (by operation of law) if he has attempted to repair an alleged defect without Knegt's prior written consent.
7.3 Knegt's liability for an attributable failure to comply with an Agreement will in all cases only arise if;
(i) In accordance with Article 7.2, after the shortcoming has occurred, the Purchaser provides Knegt with a written notice of default in the form of a registered letter, which provides for a reasonable period to remedy the shortcoming and
(ii) After the end of this period, Knegt continues to be in breach of its obligations.
7.4 The notice of default must contain as complete and specific a description of the shortcoming as possible, so that Knegt can respond adequately.
7.5 Knegt is not liable for an attributable failure to comply with an Agreement as a Purchaser
(i) has not filed a claim in the manner provided in Articles 7.1, 7.2, 7.3 and 7.4 or
(ii) no legal proceedings have been commenced within three (3) months after the date of the notice of default.
7.6 Complaints regarding invoices must be reported to Knegt by registered letter or by e-mail info@knegt-international.com within seven (7) days after the invoice date, failing which the Purchaser's rights in this regard will (automatically) lapse.
7.7 Complaints do not suspend the Purchaser's (payment) obligations.
7.8 If it is established that a complaint is unfounded, the resulting damage and costs for Knegt will be borne by the Purchaser, taking into account the provisions of Article 8 and Article 12.
Article 8. Warranty
8.1 If the parties have agreed on deviating warranty conditions, the provisions of this Article 8 shall apply without prejudice, unless this is in conflict with those deviating warranty conditions.
8.2 Knegt guarantees that
(i) new Products have been manufactured to the best of Knegt's ability,
(ii) new Products meet the specifications agreed in the agreement or included in the order confirmation at the time of delivery by Knegt,
(iii) new Products are free from defects in material and workmanship at the time of delivery by Knegt and (iv) the Preliminary Inspection has been carried out.
8.3 If (part of) the delivered Products or Services do not comply with Article 8.2, Knegt will, at its own discretion,
(i) have the Part repaired and/or
(ii) replace the Part. If Knegt chooses to properly perform the service as yet, it will determine the manner and time of performance itself. The Purchaser must in all cases give Knegt the opportunity to do so.
8.4 If a replacement or repair of a Product is not covered by a warranty from Knegt, the Purchaser shall pay the costs of such repair to Knegt. To the extent that the costs of the replacement or repair of a Product relate to a structure, equipment or a part that was not supplied by Knegt, these costs shall be borne by the Purchaser.
8.5 Any warranty from Knegt with respect to a Product, other than a Part, is only valid after a warranty certificate or packing slip has been correctly completed by both Knegt and Purchaser. The provision and signing of this warranty certificate or packing slip takes place upon actual delivery of the Product.
8.6 All replaced Parts will be stored by or on behalf of Knegt, together with a copy of the warranty claim, and will be returned upon request and if possible. After submission of a warranty claim, Purchaser may, in the event of rejection of the warranty claim, reclaim the replaced Part within thirty (30) days by means of a written request (if possible). In that case, Knegt will return the replaced Part to Purchaser at Purchaser's risk and expense. In the event of (full or partial) acceptance of the warranty claim, the Part in question becomes the property of Knegt.
8.7 The sole beneficiary of a Knegt warranty is the Purchaser to whom the Product has been delivered. In the event of resale of a Product, other than a Component, by Purchaser to a third party, Purchaser is entitled to transfer its remaining rights and obligations over the period (i) up to a maximum of two (2) years after first use or (ii) up to 500 hours after first use (whichever occurs first) to this third party.
8.8 A warranty is only valid if
(i) a claim under any such warranty is made in accordance with the provisions of these Terms and Conditions,
(ii) the beneficiary of the guarantee provides Knegt with a fully completed and fully signed guarantee certificate or packing slip, or, with regard to Parts, provides the invoice and
(iii) the total estimated size of any claim exceeds the value of one (1) hour of warranty labor.
8.9 The warranty commences on the date of delivery of the Product to the Purchaser. The warranty is valid for the term or upon reaching the hours stated on the warranty certificate, whichever occurs first.
8.10 Excluded from any warranty are;
(i) defects in batteries, tires, fasteners, equipment and/or other Parts covered by the warranty of a respective manufacturer thereof,
(ii) defects in Parts of Products, including the structure and equipment not supplied by Knegt,
(iii) defects in Parts supplied free of charge to Purchaser,
(iv) second-hand Products, unless expressly agreed otherwise in writing and
(v) defects related to the use of alternative fuels and additives to fuel or other fluids/lubricants which have not been released by Knegt in accordance with the amended maintenance instructions.
8.11 For Parts repaired or replaced during the warranty period, the unexpired portion of the warranty remains in force.
8.12 No valid claim can be made on the basis of a guarantee and Knegt shall not be liable if such a claim relates to
(i) damage that has occurred because the Product has been loaded with more than the train weight or maximum load capacity as indicated on the Knegt website,
(ii) damage resulting from negligence, racing, speeding, misuse or abuse,
(iii) accidental damage,
(iv) maintenance related to normal wear and tear,
(v) wear and tear resulting from driving under abnormal/extreme conditions, such as but not limited to poor driving conditions, improper driving behavior, severe weather conditions,
(vi) a situation in which the driver and/or Purchaser has not taken immediate action to prevent further damage,
(vii) a Product which has not been subjected to a Preliminary Inspection by a competent person and recorded in the applicable section of the Service Booklet and/or
(viii) a Product that was subject to a Preliminary Inspection but for which the applicable inspection forms have not been received by Knegt.
8.13 A valid claim based on a warranty can only be made and Knegt is only liable if;
(i) the relevant installation instructions of Knegt regarding the Product have been carefully followed,
(ii) the Product has been maintained in accordance with Knegt's most recent instructions, that is to say the Preliminary Inspections, Initial Services, Scheduled Inspections and Services have been carried out and performed at the correct hours and/or within the correct period, and each such service has been recorded in the Maintenance Book,
(iii) defects are not (partly) caused by the use of Parts that do not meet Knegt's specifications,
(iv) defects are not (partly) caused by the use of fuel, oils, lubricants and coolants that are not prescribed by Knegt in the latest service documentation,
(v) the Product has been used for its intended purpose or that specified by Knegt and in accordance with the most recent Knegt instructions,
(vi) defects are not (partly) caused by improper and/or unauthorized service, replacement and/or repair of the Product or by the fact that changes recommended by Knegt have not been carried out correctly,
(vii) any changes, modifications or additions to the Product have been made with the prior written consent of Knegt or have been carried out in all respects in accordance with the instructions of Knegt and in a competent manner,
(viii) identification plates, numbers, markings, seals, warnings or instruction stickers have not been altered, moved or removed except with the prior written consent of Knegt,
(ix) the Maintenance Booklet has been kept in the Product at all times together with the Warranty Certificate in order to enable Knegt to check the warranty conditions and maintenance data of the Product and
(x) the driver of the Product has followed the instructions in the Driver Instructions.
Article 9. Powerpack Warranty
9.1 The warranty with respect to a Powerpack is valid for
(i) the agreed period or
(ii) 3,500 charging cycles, as stated on the warranty certificate. The aforementioned warranty shall lapse if and to the extent that the term (i) or (ii) has been achieved.
9.2 Warranty rights with regard to Powerpacks are – contrary to what is described in Article 8.7 of these General Terms and Conditions – not transferable unless Knegt has given written permission to do so.
9.3 In addition to what is included in Article 8 of these General Terms and Conditions, no valid claim can be made on the basis of a Warranty and Knegt shall not be liable if such claim relates to (i) electrical capacity kWh reduction due to aging of the Powerpack, (ii) a fault resulting from failure to follow the most recent installation, operating and maintenance instructions of the Powerpack, (iii) repairs, changes or modifications to the Powerpack carried out by third parties without the permission of Knegt, (iv) damage resulting from dropping the Powerpack, (v) Customer has not followed the instructions in the maintenance form, Maintenance Book, safety instructions, workshop manual and user instructions, including but not limited to the charging procedure of the Powerpack and/or (vi) maintenance and/or repair of the Powerpack has not been carried out in accordance with Knegt's instructions and/or has not been carried out by certified and qualified personnel.
Article 10. Software
10.1 Products or Services may contain software. Unless otherwise agreed, Knegt grants Purchaser a non-exclusive license to use the software, which license can be revoked by Knegt at any time. This does not also imply any guarantee from Knegt regarding (continued) use of this software. Purchaser is permitted to transfer the license or to issue a sub-license to the actual end user of the Product. If Purchaser sells the item to a third party, the license is automatically transferred to the purchaser of the item.
Article 11. Intellectual property rights
11.1 Knegt is considered to be the maker, designer or inventor of the works, models or inventions created within the framework of the agreement. Knegt therefore has the exclusive right to apply for a patent, trademark or model.
11.2 All intellectual (property) rights with regard to developed and made available Products, Services and other matters, whether or not during the term of the agreement with the Purchaser, shall remain exclusively with Knegt and not (also) with the Purchaser.
11.3 Purchaser shall only obtain the rights of use that have been expressly granted to Purchaser in the agreement with Knegt. Any other or further rights of Purchaser are excluded.
11.4 Purchaser is not permitted to perform acts that conflict with the interest of Knegt and its intellectual (property) rights. Purchaser shall in no way reverse engineer the source code of (software of) Products or Services, decompile, copy or modify the software or otherwise transfer ownership rights or any other rights with respect to the Products or Services.
11.5 Customer shall furthermore not (i) reproduce any Products or Services (including any associated or embedded software), (ii) make any unlawful use of any Products or Services, (iii) use any Products or Services in a manner that disrupts or impairs the integrity or performance thereof, (iv) modify or adapt any Products or Services, and (v) damage or impair the operation of any Products or Services, or otherwise attempt to gain unauthorized access to any Products or Services.
11.6 In the event of an infringement of an intellectual (property) right, the Purchaser shall immediately inform Knegt.
11.7 Purchaser shall comply with any instructions issued or published by Knegt in connection with the Products or Services.
11.8 Knegt is not liable for any damage suffered by Purchaser as a result of an infringement of intellectual property rights of third parties. Purchaser indemnifies Knegt against any claim by third parties with regard to an infringement of intellectual property rights.
Article 12. Liability
12.1 Knegt is only liable for direct damage to the Products or Services themselves, provided that this is the result of a shortcoming attributable to Knegt. Knegt is not liable for damage, regardless of the form of damage, caused by employees of Knegt who are not part of the executive management and external persons.
12.2 Compensation shall not be eligible for (i) damage to persons or property other than the Products or Services themselves, (ii) consequential damage, including but not limited to damage resulting from stagnation and loss of profits, business damage and loss of contracts, fines, claims by third parties, and (iii) damage of any nature whatsoever arising from errors, inaccuracies or incompleteness in the data, materials or documents provided to Knegt by or on behalf of the Purchaser, and (iv) damage suffered by the Purchaser as a result of errors or omissions by third parties engaged by Knegt in the context of the performance of the agreement(s) with the Purchaser.
12.3 Compensation for damages due to liability of Knegt is limited to the amount paid out by its liability insurer, increased by the deductible, or at least limited to the amount charged and paid by Knegt for the relevant agreement(s) with the Purchaser (excluding VAT).
12.4 If Knegt for whatever reason is not entitled to invoke Article 12.3, the obligation to compensate for damages is limited to an amount equal to the purchase price of the Product and/or Service delivered.
12.5 Knegt's warranty liability shall be limited to reimbursement of the costs of the material supplied exclusively by Knegt or a dealer/workshop authorised by Knegt and/or the costs of labour for the replacement or repair of the Product, insofar as agreed in advance by Knegt. All other costs (such as transport costs, call-out charges, overtime surcharges, recovery costs, telephone costs, cleaning costs, costs for oil or other fluids, and costs for removal or replacement of the load or superstructure) shall be borne by the Purchaser.
12.6 Knegt shall not be liable under a Warranty if a replacement or repair of a Product is not performed by or on behalf of Knegt. Knegt shall not be liable for labor costs if the original Part was not installed by or on behalf of Knegt. A replacement or repair of a Product by or on behalf of Knegt does not constitute an acceptance of liability on the part of Knegt.
12.7 In the event of an attributable shortcoming on the part of Knegt, the Purchaser is nevertheless obliged to fulfil its contractual obligations.
12.8 Purchaser shall indemnify Knegt against all claims from third parties due to product liability as a result of a defect in a product that Purchaser has supplied to a third party and of which the products or materials supplied by Knegt form part. Purchaser shall be obliged to compensate Knegt for all damages suffered in this regard, including the (full) costs of defence.
Article 13. Force Majeure
13.1 If Knegt is unable to fulfil its obligations under the agreement with Purchaser due to force majeure within the meaning of art. 6:75 BW, Knegt is authorised to suspend its obligations for as long as the force majeure continues and is not liable for damages. If the force majeure situation has ceased, Knegt will fulfil its obligations as soon as its planning permits.
13.2 Force majeure as referred to in Article 6:75 of the Dutch Civil Code shall apply in all cases in which the causes that hinder the full or partial performance of the agreement can reasonably be considered to be beyond the control of Knegt. These are circumstances that Knegt could not reasonably have foreseen at the time of concluding the agreement and in response to which it is not reasonable for the Purchaser to demand normal performance of the agreement. This applies in the following cases, among others, and without prejudice to what is stipulated elsewhere in these terms and conditions: wars, strikes, illnesses, epi- or pandemics, power failures, ICT problems, shortcomings of (sub)suppliers, changes in legislation and policy that prohibit the delivery of or driving with Products in whole or in part, as well as all other external causes over which Knegt has no influence.
13.3 If the force majeure lasts longer than three (3) consecutive months, both Knegt and Purchaser are entitled to terminate the agreement, without any obligation to compensate the other party for damages.
13.4 If Knegt has partially fulfilled its obligations at the time of the occurrence of force majeure or can partially fulfil them and the part fulfilled or to be fulfilled has an independent value, Knegt is always entitled to invoice the part fulfilled or to be fulfilled separately. The Purchaser is then obliged to pay these invoices as if there were a separate agreement.
13.5 If performance of the agreement is made impossible by actions of the Purchaser, Knegt is entitled to the amount of the agreed price, plus any additional costs, minus the costs saved as a result of the non-completion of the agreed work.
Article 14. Confidentiality
14.1 The Purchaser shall at all times maintain confidentiality with regard to all information and documentation that can be regarded as confidential or secret, except with the prior written consent of Knegt.
14.2 Within ten (10) days after the end of the agreement, Purchaser shall return confidential information and documentation to Knegt.
14.3 In the event of a failure by Purchaser or any employee or representative of Purchaser to comply with the obligations arising from this Article 14 and Article 2.5, Purchaser shall, without notice of default being required, owe Knegt an immediately due and payable fine of EUR 25,000 (in words: twenty-five thousand euros) for each failure as well as a fine of EUR 1,000 (in words: one thousand euros) for each day that the failure continues, per failure and without Knegt having to prove any loss or damage, all without prejudice to all other rights of Knegt, including the right to full compensation.
Article 15. Indemnification
15.1 Purchaser shall indemnify Knegt against claims from third parties who (claim to) suffer damage in connection with the performance of the agreement and the cause of which is attributable to someone other than Knegt. If Knegt is approached by third parties on this basis, Purchaser shall be obliged to assist Knegt both out of court and in court and to immediately do everything that may be expected of him in that case. All costs and damage on the part of Knegt shall be entirely for the account and risk of Purchaser.
Article 16. Termination of the agreement and suspension
16.1 Knegt is in any case entitled to suspend the fulfilment of the obligations or to terminate the agreement in the following cases, without notice of default, without judicial intervention and without Knegt being liable for any damages and all payment obligations of the Purchaser are immediately due and payable by operation of law and without any notice being required if:
(a) Purchaser is in default with regard to the fulfilment of that to which he is obliged towards Knegt; and/or
(b) a (request for) bankruptcy, (provisional) suspension of payments, closure or liquidation or a similar event of Purchaser, in the event of seizure or if Purchaser otherwise loses the free control over (part of) its assets; and/or
(c) a change in the actual control with respect to Purchaser occurs or Purchaser is involved in a (legal) merger or demerger.
16.2 Knegt is furthermore entitled to suspend its performance if Knegt has reasonable grounds to fear that the Purchaser will not (be able to) fulfil its obligations.
16.3 Purchaser shall ensure that all data, documents and equipment required for the proper fulfilment of the agreements arising from the agreement are provided to Knegt in a timely manner. If these are not provided to Knegt in a timely manner, Knegt shall have the right to suspend the performance of the agreement until Purchaser makes the data, documents and equipment available to Knegt and/or to charge Purchaser for the additional costs resulting from the delay at the then customary rates.
16.4 Purchaser is not authorized to terminate or cancel the agreement, unless Knegt agrees to this. In the event that Knegt agrees to full or partial termination, Purchaser shall owe an immediately due compensation equal to the agreed price for the Products and/or Services.
Article 17. Non-application
17.1 During the term of the agreement(s) with Knegt and for up to twenty-four (24) months thereafter, the Purchaser or parties affiliated with the Purchaser are prohibited from offering (former) employees of Knegt an (employment) contract or employing them in any other way, under penalty of an immediately due fine of EUR 50,000. (in words: fifty thousand euros) per violation, and increased by a fine of EUR 2,500 (in words: twenty-five hundred euros) per day, without prejudice to all other rights of Knegt, such as the right to performance and the right to full compensation.
Article 18. Personal data
18.1 The data of the Purchaser are processed and recorded in Knegt's systems. Knegt is also entitled to make this data available to third parties. Insofar as the processing of personal data concerns processing within the meaning of the General Data Protection Regulation. Personal data, these are only provided to third parties if this is necessary to be able to execute the agreement or when there is a legal obligation to do so.
18.2 More information about the processing of personal data can be found in the privacy policy on the website https://knegt-international.nl/.
18.3 Purchaser is aware that the vehicles sold by Knegt are (or may be) equipped with software systems that store information about the vehicle. Purchaser indemnifies Knegt against claims from third parties who (claim to) suffer damage in connection with the previous sentence.
Article 19. Prohibited use of a Product or Service
19.1 The Customer is not permitted to use a Product or Service in violation of applicable laws or regulations.
19.2 Furthermore, the Purchaser is not permitted to use a Product or Service for military purposes, or to resell it (directly) to third parties.
19.3 Purchaser declares not to resell the goods purchased from Knegt to parties included on the EU sanctions lists and/or the OFAC Specially Designated Nationals And Blocked Persons List (SDN).
19.4 If Purchaser transfers the Product (as well as: hardware and/or software and/or technology and/or the associated documentation and/or the associated documentation and/or work and services thereof, regardless of the manner of delivery, and/or including all types of technical support) supplied by Knegt to a third party established worldwide, Purchaser must comply with all applicable national and international (re-)export regulations. In any case, Purchaser must comply with the (re-)export regulations of a national nature, of the European Union and of the United States of America.
19.5 If it is necessary to carry out export controls, Purchaser is obliged to provide, at the request of Knegt, without delay all information relating to a specific end customer, destination and intended use of the Product supplied by Knegt, as well as all existing export restrictions.
19.6 Purchaser shall indemnify Knegt against and hold Knegt harmless from and against all claims, proceedings, actions, fines, losses, costs and damages arising out of or in connection with Purchaser's failure to comply with export regulations, and shall compensate Knegt for all losses and expenses resulting therefrom.
19.7 In the event of a breach of this Article 19 or a suspicion thereof, Knegt is entitled to suspend the fulfilment of its obligations under the agreement or to terminate the agreement without notice of default, without judicial intervention and without Knegt being liable to pay any (damages) compensation to the Purchaser.
Article 20. Applicable law and disputes
20.1 All legal relationships between Knegt and Purchaser are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
20.2 All disputes arising between Knegt and Purchaser will in the first instance be settled exclusively by the competent court of the East Brabant District Court, the Netherlands.