Application and definitions
1. For the purpose of these General Terms & Conditions the following definitions apply:
PerfoTec BV: Seller or Lessor
Counterparty: The natural person or legal entity who/that receives offers from the PerfoTec orenters into (Purchase or Rental) agreements with the PerfoTec.
PerfoTec Machinery: All PerfoTec Lasers and gas flush systems including all of its elements and alsoincluding related machinery within the broadest sense of the word such as forexample Respiration Meters.
Packing Products: Foils, liner bags and all other kind of packing materials.
Installation work: The installation of the PerfoTec Machinery sold and supplied by the PerfoTec.
PerfoTec Items: PerfoTec Machinery as well as Packing Products.
Purchaseagreement: An agreement whereby PerfoTec undertakes to hand PerfoTec items to Counterparty against payment of an agreed price whereby the ownership transfer from PerfoTecto Counterparty.
Rental agreement: An agreement whereby PerfoTec equipment is made available for rent by PerfoTec fora certain period of time to Counterparty. PerfoTec remains the owner of the PerfoTec equipment at all times.
2. These General Terms & Conditions apply to all offers made by PerfoTec and to all agreements between PerfoTec and Counterparty. They also apply to all obligations arising from subsequent agreements between the same parties unless agreed upon otherwise.
3. These General Terms & Conditions also apply to agreements between PerfoTec and Counterparty or to stipulations in agreements relating to maintenance, installation and repair work and other work to be performed by PerfoTec within the broadest sense of the word.
4. Amendments and/or additions to any stipulation in an agreement and/or in these General Terms & Conditions only apply if they have been agreed upon in writing and relate exclusively to the agreement inquestion.
5. The application of any general and/or special conditions of Counter party is excluded, unless PerfoTec has agreed to such application in writing.
6. In the event that one or more stipulations from these General Terms & Conditions prove to be invalid or are void this does notaffect the validity of the other stipulations.
7. The address submitted by Counterparty prior to or at the time of entering into the agreement can be used by PerfoTec to send Counterparty communications and/or notices, until such time as Counterparty has notified PerfoTec his new address in writing.
Quotes and offers
8. PerfoTec makes clear distinction if the quotation is meant to be a purchase agreement or a rental agreement.
9. A quote and offer is not binding to PerfoTec and onlyserves as an invitation to place an order or commission with PerfoTec. PerfoTe cdoes not become bound by the quote or offer until Counterparty has signed the PerfoTec's Schedule or any other written agreement.
10. PerfoTec can choose to accept in another manner than described in point 9, for instance by fully or partially complying with arequest for delivery on the part of Counterparty, or by Sending an invoice to Counterparty who requested or accepted delivery.
11. The possible documents that accompany an offer (suchas drawings, technical descriptions etc.) with the PerfoTec’s specification of numbers, sizes, weights and/or other details have been carefully prepared by PerfoTec. However, PerfoTec does not guarantee that later adjustments from such information will not be necessary. PerfoTec is not bound by errors such as calculation and writing errors in offers, quotes, prospects, publications,order confirmations, invoices and other documentation originating from PerfoTec.
12. PerfoTec is the owner of all intellectual property rights pertaining to PerfoTec Machinery and the methods used in connection with PerfoTec Machinery. PerfoTec retains all intellectual and industrial property rights of the supplied PerfoTec Machinery, methods and of any designs, drawings, images, diagrams, material lists, software and other documentation. None of the aforementioned items and documentation may be fully or partially copied, shown or made available to third parties or used in interactions with third parties in any other way, without the express prior written permission ofthe PerfoTec. The delivery and/or sale and/or use of the PerfoTec Machinery does not constitute to a license under the intellectual property rights to usethe PerfoTec Machinery and the methods pertaining thereto. Such a license can only be rendered by means of a written instrument which is signed by both PerfoTec and Counterparty.
Cost-increasing circumstances
13. If circumstances arise that mayincrease the costs for Counterparty PerfoTec must notify Counterpartyaccordingly as soon as possible.
14. Any cost-increasing circumstancesthat are not attributable to PerfoTec and not calculated into PerfoTec’s offerwill be for the expense of Counterparty only.
15. In the event that Covid-19 (or a future pandemic with asimilar impact) or (1) causes an increase in prices/costs (of materials, labor,transportation) above those in the months prior to the signing date of thisagreement or (2) other additional costs incurred as a result of Covid-19, theseadditional costs will be recoverable as a variation under the contract. Suchcosts include: medical tests and certifications required for travel, costs dueto quarantine obligations (additional hotel, travel and labor costs) fortechnicians, engineers and operators.
Purchase Agreements
16. If PerfoTec’s offer is accepted the agreement shallonly come into existence if and to the extent that PerfoTec has confirmed hisacceptance to Counterparty in writing or has commenced the realisation of theagreement.
17. PerfoTec cannot be bound to supply and/or realiseInstallation Work until after he has all the information required for thispurpose in his possession – amongst which the confirmation that the site wherethe installation work will be performed will be ready for this work - and hasreceived the agreed (upfront) payment. The possibly agreed upon delivery termwill commence as of the moment that the PerfoTec has received the agreedupfront instalment payment from Counterparty unless agreed upon otherwise.
Execution of the Purchase Agreement
18. A. Deviationsbetween offers, samples (or previous deliveries) and deliveries can form noreason to reject the delivery, terminate the agreement, suspend payment ordemand compensation if the deviation is of minor consequence, whereby PerfoTecdefines minor consequence as a quality that does not affect the essence of thedelivered goods and their practical value and whereby, in any event (though notexclusively) PerfoTec has delivered proper performance, provided that thedeviations fall within the tolerances referred to below. An average has to betaken from the entire order when assessing whether a delivery is compliant.
B. A deliveryof Packing Products is compliant when differences in weight, thickness anddimensions do not exceed 15%.
C. The perforation of Packing Products is compliantwhen differences in the quantity, diameter and spreading of perforations do notexceed 15%.
D. Except in the event of attributable manufacturingfailure, PerfoTec is not liable for (un)usability of any code, including theEAN codification, that is applied on therequest of Counterparty.
E. For other specifications than those (Deviations)referred to in this Article, the deviation permitted in prior deliveries and,if they are lacking, the normal deviations delivered by the PerfoTec, arepermissible.
19. Counterparty has the obligation vis à vis PerfoTec toenable the supply and/or execution of the Installation Work within the PerfoTec'snormal working hours and under conditions that comply with statutory safetyrequirements and other government regulations applicable at the place where thework should be performed which standards will never be less than the applicable– average - standards in the European Union.
20. Counterparty takes care of and warrants that PerfoTechas all necessary governmental and non-governmental authorizations required forthe delivery and/or the installation of PerfoTec Items (such as permits andexemptions) and any other approval needed for the delivery and/or theinstallation of PerfoTec Items at the time of the delivery and/or installation.
21. Counterparty takes care of and warrants theavailability of sufficient electricity required for the installation ofPerfoTec Machinery at the time of installation. The cost of the requiredsufficient electricity is for the expense of Counterparty only.
22. Counterparty is responsible fororganizing the connection of the PerfoTec Machinery to the electricity networkof the local utility company in question or the various public transmissionnetworks respectively. The connection costs are for the expense of Counterpartyonly.
23. Counterparty warrants that anythird-party work and/or deliveries that does/do not form part of the PerfoTec’sInstallation Work is performed and/or delivered in such a way and at such atime that the delivery and/or realization of the PerfoTec's installation workwill not be impaired in any manner.
24. If the realisation of theInstallation Work is delayed as a result of circumstances for which Counterpartyis responsible (for example such as the conditions referred to in article 21) Counterpartymust reimburse PerfoTec for any damages resulting thereof.
25. Counterparty bears the risk fordamages caused by defects or unsuitability of items that originate from Counterpartyor are prescribed by Counterparty or that must be purchased from a supplierprescribed by Counterparty, and for the late delivery of such items.
26. Counterparty bears the risk fordamages caused by errors or defects in drawings, calculations, constructions,specifications and implementation regulations supplied by or on behalf of Counterparty.
27. During the realisation of theInstallation Work by PerfoTec or the rendering of any other services, Counterpartybears the risk for damage to and loss of materials, components or tools thathave been brought to the site by PerfoTec.
28. If PerfoTec has undertaken to installthe sold and supplied PerfoTec Machinery the PerfoTec will only be liable inrespect to the functioning of that Machinery under the condition that:
· the installation took place accordingto PerfoTec’s instructions and under his responsibility.
· the functioning of the PerfoTecMachinery is not negatively influenced by environmental factors at the sitewhere the installation took place. All necessary adjustments of floors,partitions and walls as well as other adjustments to environmental factorsneeded for the proper functioning of the supplied PerfoTec Machinery are at theexpense of the Counterparty only.
Prices of the Purchase Agreement
29. During the existence of the AgreementPerfoTec has the right to change an agreed upon price annually with thepercentage indicated by the European Index of Consumer Prices, All Items Index,applying for the whole the European Union. If PerfoTec increases his priceswithin three months after the agreement was entered into, Counterparty isentitled to fully or partially dissolve the agreement in writing within eightdays after notification of the price increase.
30. If after order acceptance PerfoTec demonstrates that its purchasing costs have increasedby more than 10% as a result of general price increases and/or currencyfluctuations PerfoTec is entitled to increase the agreed upon price accordingly. In such case Counterparty is entitled to fully orpartially dissolve the agreement in writing within eight (8) days afternotification of the price increase.
31. All prices are exclusive of VAT,packaging, freight and transport insurance unless the offer stipulatesotherwise.
Delivery of the Purchase Agreement
32. Delivery terms quoted by PerfoTec arebased on conditions applicable at the time of the entering into of theagreement and to the extent that they are dependent on the performance of thirdparties, on the information such third parties have provided PerfoTec with. PerfoTecwill always try to comply with the quoted delivery times as much as possible.
33. The quoted delivery terms are anindication only and will never constitute a strict deadline, unless expresslyagreed upon otherwise.
34. If the delivery term has not been met,Counterparty is not entitled to any compensation.
35. If the delivery time is exceeded bymore than sixty (60) days Counterparty has the rightto send PerfoTec a written notice of default and propose a reasonable term for PerfoTecto comply with his obligations in absence whereof the agreement can beterminated by Counterparty.
36. PerfoTec is entitled to make partial deliveries.
37. If a particular quantity of Packing Products is agreedon for sale and purchase, PerfoTec will not be in default of fulfilling theagreement if the quantity delivered does not deviate by more than 10% (above orbelow) the quantity ordered. In the case of such difference, the actualquantity delivered will be invoiced.
38. If the quantity of Packing Products delivered deviatesby a percentage greater than 10% (above or below) the quantity ordered, the Counterpartymust communicate the difference and confirm it in writing within eight daysafter the date of delivery, indicating the goods delivered, quantity of goodsactually received versus quantity indicated on the waybill. If the differenceis indicated at a later time, the Counterparty will no longer be entitled toappeal the invoiced and actually delivered quantity or claim subsequentdelivery of the insufficient quantity delivered.
39. If the Packing Products delivered show observabledefects on receipt, Counterparty must claim these in writing from PerfoTec nolater than two (2) business days after delivery, failing all claims by Counterpartyagainst PerfoTec in that regard will lapse.
40. If the Packing Products delivered show hidden defects,or form defects, these must be claimed from PerfoTec within two (2) businessdays after they are observed, failing which all claims will lapse.
41. The PerfoTec Machinery and theInstallation Work are considered to have been accepted by Counterparty at suchtime when:
· PerfoTec has notified Counterpartythat the installation has been completed, tested and is operational and Counterpartyhas approved or accepted the installation and PerfoTec Machinery; or
· if within the period of eight (8) daysafter PerfoTec has notified Counterparty in writing that the installation hasbeen completed, tested and is operational, Counterparty has failed todisapprove or complain in writing about PerfoTec Machinery and/or theInstallation Work.
· Counterparty takes the suppliedPerfoTec Machinery into use (early).
42. Minor defects that can be remediedduring the warranty period and that do not affect the functioning of thePerfoTec Machinery will not impede a proper delivery.
43. The acceptance asoutlined in article 41 releases PerfoTec from any liability for defects Counterpartyshould reasonably have noted at the time of the installation of the PerfoTecMachinery.
44. The risk will betransferred from PerfoTec to Counterparty upon delivery of the PerfoTec Itemsto the transporter unless agreed upon otherwise.
45. The PerfoTec will supplythe Packing Products, PerfoTec Machinery, components, accessories and toolsfrom PerfoTec's premises, unless an alternative arrangement has been agreedupon in writing. Transport is not included unless agreed upon otherwise.
46. Dispatch and transportare at the expense of Counterparty, and for the responsibility of Counterpartyunless an alternative arrangement has been agreed in writing. Dispatch andtransport are not included in the price unless agreed upon.
47. Unless an alternativearrangement has been agreed upon in writing, import and export duties, stampduties, station and inward clearing costs, taxes etc. will be at the expense ofCounterparty and are not included in the price.
48. If Counterparty does nottake delivery of the PerfoTec Items, components, accessories, tools and otherarticles he has ordered, or does not purchase them within the appropriate term,Counterparty is in default without a notice of default being required. In thiscase PerfoTec is entitled to store the items at the risk and expense of Counterparty,or sell them to a third party. Counterparty remains liable for the purchaseamount, with interest and costs (by way of compensation) where applicable,minus the net revenue of any sales to third parties.
Retention of title with a Purchase Agreement
49. Notwithstanding article 44,ownership of the Items supplied to Counterparty will not pass to Counterpartyuntil Counterparty has paid in full all monies he owes or will owe to PerfoTecfor the supplied or to be supplied Items, including the installation costs andincluding any surcharges, interest, taxes and costs payable pursuant to theseterms or the agreement.
50. The failure to pay on any due date shallentitle PerfoTec to reclaim the Items sold. Counterparty undertakes tocommunicate the existence of this retention of title clause to any third partywishing to acquire the Purchased Items. Throughout the validity of theretention of title clause, Counterparty undertakes to maintain and conserve theItems in good condition for the purpose for which they are intended, at itscost, and to maintain the labels or other material used to identify PerfoTec’sownership of the Items. In the event that Counterparty breaches its obligationto pay the price, interest and expenses to PerfoTec in the term stipulated tothat end, PerfoTec shall notify Counterparty of this fact, indicating the dateand time of collection of the Items from Counterparty’s warehouse, or, at PerfoTec’soption, to claim free dispatch of the Items to PerfoTec’s warehouse. If Counterpartyhas transferred ownership of the Items to a third party, or if as a result ofany circumstance a third party has become the owner of the Items, Counterpartyshall assign to PerfoTec, upon the PerfoTec’s request, the actions in its favoragainst any such third party.
Warranty with a Purchase Agreement
51. PerfoTec renders awarranty for the components of the new PerfoTec Machinery supplied by PerfoTecfor a period of twelve (12) months after delivery. If it is necessary to send atechnician to replace or repair faulty components Counterparty will be chargedfor the usual cost of the technician.
52. The aforementionedwarranty in respect of the repair or free supply of a new component does notinclude any statutory levies in respect of the component to be supplied free ofcharge, or import duties and turnover tax; these will be at the expense of Counterparty.
53. The warranty obligationonly covers defects that could not reasonably have been visible at the time ofthe installation and that become manifest under normal conditions after theinstallation and with the correct use of the PerfoTec Machinery. The warrantydoes not cover defects that are the result of inadequate maintenance on thepart of Counterparty, alterations to the PerfoTec Machinery without priorwritten permission from PerfoTec, or repairs performed by or on behalf of Counterpartyor normal wear and tear or defects for which Counterparty is liable pursuant toarticles 25- 26 - 27.
54. In order to be able toinvoke the rights pursuant to articles 51- 52 - 53, the Counterparty must:
· notify PerfoTec in writing of theobserved defects forthwith and at least within eight (8) days after the defectbecame apparent;
· demonstrate that the defects can beattributed to the inferior quality or inadequate construction of the PerfoTecMachinery or are the direct consequence of an attributable error of PerfoTec inthe realisation of the Installation Work.
· grant every assistance to enable PerfoTecto remedy the defects within a reasonable period of time.
55. Any claim in respect ofsupplied items does not affect the rights and obligations of the parties inrespect to other previously supplied items even if those items are or will besupplied pursuant to the same agreement.
Liability and indemnity with a Purchase Agreement
56. PerfoTec is not liable inwhatever manner for defects which do not fall within the scope of the warrantydescribed in articles 51– 55 unless theparties entered into a Full Service Contract in which PerfoTec’s obligationsare further outlined.
57. PerfoTec is never liablefor any indirect damages, such as those caused by operational holdups, lostprofits, delays or disruptions or any other trading losses for any reason or ofany nature.
58. PerfoTec is never liablefor any damages arising as a result of the use of drawings and/or technicalinformation compiled by third parties, irrespective of whether these drawingsand/or this information were/was supplied by Counterparty.
59. PerfoTec is not liablefor any loss, vandalism, theft or damage of any items, such as materials,semi-finished products and machinery Counterparty makes available for theexecution of the agreement. Counterparty is responsible for the insurance ofthese items.
60. Counterparty indemnifies PerfoTecagainst claims by third parties relating to the use of the items referred to inarticles 57 and 58.
Amount of the compensation with a PurchaseAgreement
61. If, without prejudice tothe stipulations in articles 54 - 58, PerfoTec is obliged to reimburse Counterpartyfor damages suffered, this compensation will never exceed the sum of the amountof PerfoTec’s insurance maximum and thepayments made by his insurance company unless agreed upon otherwise.
62. Any claim to compensationfor or repair of damages suffered before or after the installation respectivelythe becoming apparent of the defect is void if PerfoTec has not been notifiedof this claim within eight (8) days upon the installation or the becomingapparent of the defect.
63. Any legal claims forcompensation for or repair of damages Counterparty has against PerfoTecpursuant to these terms expire one (1) year after Counterparty has notified PerfoTecof the claim.
Force majeure with a Purchase Agreement
64. If PerfoTec is unable tomeet his obligations towards Counterparty as a result of a non-attributableshortcoming (force majeure), PerfoTec is entitled, without the intervention ofthe court, to either suspend the realisation of the work for the duration ofthe hindrance but never longer than six (6) months, or to cease the work inunfinished condition, without being liable for any damages. All costs incurredby PerfoTec up to that point will become due and payable forthwith and in full.
65. Force majeure on the partof PerfoTec is deemed to be any circumstance PerfoTec has no influence overthat fully or partially prevents PerfoTec from meeting his obligations towards Counterparty,or which implies that PerfoTec cannot reasonably be expected to meet hisobligations, irrespective of whether this circumstance could have been foreseenat the time the agreement was signed. Such circumstances include but notexclusively, among others: strikes, lockouts, fire, equipment breakdown, delaysor failure to meet their obligations on the part of PerfoTec’s suppliers,problems with transport organized by PerfoTec or third parties and/or anygovernment measures, as well as the lack of any government-issued permit, workstoppages, loss of any components to be incorporated, import or tradeprohibitions.
RentalAgreement
66. The rental agreement relates to the therein describedPerfoTec equipment and is concluded for the rental period stated therein.
67. Counterparty owes PerfoTec a rent for the PerfoTecequipment for the agreed rental period and the rent calculation continues untilthe equipment is returned at PerfoTec premises and ready for a new rentalperiod.
68. The purchase of the necessary accessories andthe deposit owed by Counterparty are paid in advance and calculated with dueobservance of the relevant rates of PerfoTec.
69. If a quotation from PerfoTec is accepted byCounterparty, a rental agreement will only be concluded if and insofar PerfoTechas confirmed its acceptance to Counterparty in writing or has started toexecute the agreement.
70. It is hereby expressly agreed thatCounterparty is prohibited from giving, selling, storing, subletting orotherwise alienating the rented property to third parties.
71. Counterparty is also prohibited fromdismantling all or part of the rented property or from carrying out any repairoperations on the rented property or having it carried out without the priorconsent of PerfoTec.
72. Vertaling in hetEngels. If Counterparty, after placing and acceptingthe order, wishes to cancel it, for whatever reason, PerfoTec has theright - at PerfoTec discretion - either to oblige Counterparty to fullycomply with the agreement, or to accept the cancellation under the conditionthat counterparty pays a fixed compensation within a period determined byPerfoTec, equal to 20% of the amount of the assignment.
Availability Rental Agreement
73. Counterparty is obliged, beforetaking receipt of the rented equipment, to pay PerfoTec a by PerfoTecdetermined deposit.
74. Counterparty must collect the rented property fromPerfoTec and return it to the premises of PerfoTec again upontermination of the rental contract at the risk of Counterparty, unless it hasbeen expressly agreed between the parties that PerfoTec will charge itself withthe transport of the rented property.
75. If PerfoTec has committed itself towards Counterparty todeliver the rented equipment to Counterparty, PerfoTec will strive to adhere asaccurately as possible to the agreed delivery period. The delivery period isapproximate and is deemed not to be fatal.
76. From the moment that Counterparty has taken receipt ofthe rented equipment, it is entirely at its risk. Counterparty also declares tohave received the rented equipment in good and clean condition. Complaints mustbe made immediately upon arrival with regards to the numbers of the items,deviations in numbers and quality, specifications of PerfoTec equipment and /or PerfoTec articles. In the event of disputes, the administrative data ofPerfoTec are decisive.
77. Counterparty undertakes to insure the rented equipmentmade available under retention of title and to keep it insured against fire,explosion and water damage as well as against theft and damage caused by thirdparties.
78. Loss, alienation, damage, decay, theft, embezzlement orencumbrance of the rented equipment must be reported to PerfoTec in writingimmediately after discovery by Counterparty. If third parties seize the equipment made availableunder retention of title or wish to establish or assert rights thereon,Counterparty is obliged to immediately inform PerfoTec thereof.
79. In the event of loss, alienation, damage, decay, theft or embezzlement orencumbrance of the rented equipment, Counterparty must compensate PerfoTec forthe new value of the rented equipment in accordance with the price listapplicable at that time, all this without prejudice to Counterparty'sobligation to compensate PerfoTec for all other damage, including loss ofprofit, costs and interest.
80. In the event of loss, alienation, damage, decay, theft or embezzlement orencumbrance of the rented equipment , Counterparty is nevertheless obliged topay the rental periods, due on the basis of the rental agreement, as if therented equipment is not missing, alienated, damaged, decayed, stolen, embezzledor encumbered. Furthermore, Counterparty is obliged to pay PerfoTec a fixedcompensation in connection with the loss of profit by PerfoTec. The amount ofthe fixed compensation is equal to six (6) months' rent.
Retention of title with the RentalAgreement
81. PerfoTec retains ownership of all PerfoTec equipment and/orPerfoTec items at all times and Counterparty never acquiresownership of the rented items.
Liability and indemnification in the event of a Rental Agreement
82. In order to avoid the risk of damage or injury toitself or to third parties and to prevent damage to the equipment or goods ofthird parties, Counterparty must treat the rented equipment both in and out ofuse with required care and with due observance of the instructions for use.Counterparty must therefore scrupulously observe the user and safetyinstructions that are present on the rented equipment or are given by PerfoTec.
83. Until the moment that the rented equipment has actually been taken intoreceipt by PerfoTec again, Counterparty is liable to PerfoTec for all damagethat may be caused to the rented equipment, regardless of whether Counterpartyis to blame, as well as for all repair and installation costs of the rentedequipment.
84. PerfoTec is not liable for any damage that the rented equipment may incurafter receipt by Counterparty, nor also for the indirect damage caused as aresult.
85. PerfoTec is also not liable for any direct or indirect damage, which may becaused by the rented equipment.
86. Counterparty is obliged to indemnify and indemnify PerfoTec against allclaims that third parties bring against Counterparty in respect of damagecaused by the rented equipment.
87. The expertise made by PerfoTec with regard to determining the damage,repair and installation costs to the rented equipment will be fully borne byCounterparty.
Payment
88. Unless agreed uponotherwise, payment must be made within thirty (30) days after invoice date. If Counterparty does not pay withinthe agreed upon term he will be in default from the due date of the invoicewithout a prior notice of default being required.
89. From the due date of theinvoice Counterparty must pay 1% interest per month on the outstanding amountas well as any extrajudicial collection costs incurred, which will not be lessthan 15% of the principal sum, with a minimum of 250 Euro. Actual extrajudicialcosts are in any case payable if PerfoTec has sought the assistance of a thirdparty to collect the outstanding amount.
Default/dissolution
90. If Counterparty does notcomply with any of his obligations pursuant to this agreement or to theseterms, or if Counterparty complies inadequately, incorrect, incomplete or late,Counterparty is in default without official notice of default being required,and PerfoTec is entitled to:
· suspend his obligations under theagreement and any directly associated agreements until defects are repaired or paymenthas been sufficiently guaranteed; and/or
· fully or partially dissolve theagreement and any directly associated agreements;
without PerfoTec being liable to payany damages and without prejudice to PerfoTec’s other rights.
91. In the event of a(temporary) moratorium on payments or bankruptcy of Counterparty, or aguardianship order in respect of Counterparty, all agreements with PerfoTecwill be dissolved by operation of law unless Counterparty notifies PerfoTecwithin a reasonable period that he requires compliance with (part of) theagreements(s) in question, in which case PerfoTec is entitled, without arequirement for notice of default, to suspend the realisation of theagreement(s) in question until such time as payment has been sufficientlyguaranteed, without prejudice to PerfoTec’s other rights.
Applicable law and competent court
92. Dutch law applies to thisagreement and to these terms as if this agreement was only connected to theterritory of The Netherlands.
93. Any disputes that ariseas a result of this agreement or of these terms will, unless the imperativerules of law dictate otherwise, exclusively be brought before the Court inUtrecht, The Netherlands, including its injunctive relief judge.
94. Counterparty will notoppose the perfecting of a judgment issued by the court/judge mentioned inarticle 92 and 93.
