1 Definitions

The following definitions apply in these General Conditions of Sale and Delivery:
“General Conditions”: the current FOOOM general conditions.

“FOOOM”: GAB Engineering & Development B.V. also trading under the name FOOOM. “Customer”: the party to whom FOOOM sells and/or delivers goods and/or to whom FOOOM provides services.

“Contract(s)”: all contracts concluded between FOOOM and the Customer concerning the purchase of goods and/or the purchase of services by the Customer from FOOOM, as well as any other assignment issued by the Customer to FOOOM, as well as all legal and other acts that are related to the above.

2 Applicability

2.1 These General Conditions apply to and form part of all offers made by FOOOM, the Contract and all other legal and other acts between FOOOM and the Customer.

2.2 General conditions, by any name whatsoever, applied by the Customer do not apply and are hereby expressly rejected.

2.3 Deviations and/or additions to these General Conditions can only be agreed in writing.

2.4 The content of the Contract prevails if the content of the Contract deviates from the content of these General Conditions.

2.5 In derogation from Article 2.3, FOOOM has the right at all times to make changes or additions to the General Conditions unilaterally. The changes and/or additions bind the Customer as from the moment the changes and/or additions have been notified to the Customer in writing.

3 Offer/Conclusion of Contracts

3.1 All offers and quotations made by FOOOM are always without obligation, may be withdrawn or changed by it at any time and are based on the information provided by the Customer in the application.

3.2 Contracts are not concluded until FOOOM has confirmed an order or assignment in writing or until FOOOM has commenced the performance thereof.

3.3 FOOOM has the right at all times to refuse follow-up assignments from the Customer, without the Customer being able to enforce any claim for compensation against FOOOM in connection therewith.

4 Prices

4.1 Unless otherwise agreed in writing, the prices stated by FOOOM or agreed with FOOOM are net, therefore excluding VAT, transport costs and, unless stated otherwise, exclusive of import and export duties, excise duties and other taxes or levies. FOOOM has the right to charge the Customer separately for the costs related to the installation and assembly of goods, to the packaging of goods, to the adjustment or creation of a good by FOOOM on the instructions of the Client and to start-up and design costs related thereto.

4.2 All prices stated by FOOOM are based on the material, energy and distribution costs and other cost-determining factors known at the time the offer is made.

4.3 FOOOM has the right to adjust the prices or parts thereof for goods or services not yet delivered and/or not yet paid in accordance with any changes to cost-determining factors, such as raw material prices, wages, the prices of goods and/or services (purchased by FOOOM from third parties or otherwise), exchange rates and to charge these on to the Customer. An increase in statutory cost-determining factors, including an increase in taxes, excise duties, important duties or other government levies, will always be charged on automatically.

4.4 Unless expressly agreed otherwise in writing, price are Ex Works (Incoterms 2010). Ex Works means ex FOOOM-warehouse.

4.5 FOOOM reserves the right to correct prices quoted by it in case of errors, including printing and clerical errors or omissions. FOOOM is not liable for any losses sustained by the Customer arising from such errors or omissions.

5 Payment

5.1 Full payment of FOOOM’s invoices will be made by the Customer within thirty (30) calendar days after the invoice date, unless agreed otherwise.

5.2 FOOOM has the right to perform the Contract in parts and to send partial invoices in connection therewith. FOOOM has the right at all times to demand full or partial payment in advance or payment in cash of any partial or full delivery of goods and/or services.

5.3 If the Customer contests the correctness of a FOOOM invoice, the Customer will be required to notify FOOOM thereof in writing and stating the reasons within fourteen (14) calendar days after the invoice date.

5.4 In derogation from Article 6.1, the Customer will be in default by operation of law and will owe statutory interest (within the meaning of Article 6:119a of the Dutch Civil Code) on the outstanding invoice amount as from the invoice date in the event payment is not made on time. If the Customer fails to make payment within the agreed term and is therefore in default, all of FOOOM’s outstanding claims against the Customer will become immediately due and payable.

5.5 The Customer is obliged to pay all judicial and extrajudicial costs (including the costs of legal assistance) FOOOM had to incur in connection with the fact that the Customer failed to comply with its obligations on time and properly without having the right to do so. The extrajudicial costs amount to at least 15% of the amount to be collected, subject to a minimum of the amount that can be calculated according to the most recent Extrajudicial Collection Costs (BIK) graduated scale.

5.6 The Customer provides security, additional or otherwise, for compliance with its current and future payment obligations at FOOOM’s first request. FOOOM has the right to determine at its discretion what form of security must be provided by the Customer. If the Customer refuses to make the payments that were demanded as referred to in Article 5.1 and/or provide (additional) security to the satisfaction of FOOOM, FOOOM has the right to suspend performance of the Contract, such without prejudice to its statutory rights of suspension.

5.7 Payments made by the Customer first serve to reduce costs and interest owed (in this order) and then to reduce the principal amounts, whereby old claims have priority over new claims.

5.8 The Customer does not have the right to set off its debt to FOOOM against a claim it has against FOOOM, unless FOOOM has declared in writing that it agrees to a proposed setoff.

5.9 The Customer does not have the right to suspend its payment obligation(s) with respect to goods delivered or services performed.

6 Duration of the performance of the Contract

6.1 A period agreed or specified for the performance of the Contract applies as a target period and never applies as a strict deadline. Merely exceeding a period therefore does not constitute default on the part of FOOOM and can therefore not lead to any obligation to pay compensation on the part of FOOOM. The Contract cannot be terminated in connection with a period being exceeded unless FOOOM fails to perform the Contract within a reasonable period provided by the Customer in writing after the expiry of the original period. A reasonable period as referred to in the previous sentence is at least one (1) month.

6.2 The Customer is obliged to ensure compliance with all instructions issued by or on behalf of FOOOM and that are related to (the performance of) the Contract.

6.3 If the Customer did not purchase resources or products from FOOOM that must be used in or in connection with a good, FOOOM will not be liable for any loss that results therefrom.

7 Delivery and transfer of risk

7.1 The numbers registered by FOOOM are binding as regards the number of goods to be delivered, maintained, cleaned or repaired or the goods that were delivered, maintained, cleaned or repaired.

7.2 To the extent relevant, FOOOM will state the quality aspects of the goods (including dimensions and raw materials composition). The Customer cannot derive rights from advertisements used, disseminated or made available by or on behalf of FOOOM.

7.3 Ex Works (Incoterms 2010) applies as moment of delivery. The moment the goods are put on transport for the Customer applies as the time of supply. All risks related to the goods to be delivered, including the transport and carrying of the goods, pass to the Customer at the time of supply as referred to in this article.

7.4 The goods are delivered on the basis of the information as stated in the order confirmation or the confirmation e-mail. The Customer guarantees that this information, such as its name, address, contact person and the like, is correct. The Customer will notify FOOOM without delay of any changes to these details.

7.5 Ordered goods which are not shipped by FOOOM to the premises of the Customer or any other agreed upon location other than FOOOM’s warehouse, are to be collected by the Customer within seven (7) calendar days after FOOOM has notified the Customer the goods are ready for pick up at its warehouse. FOOOM shall store the goods for a maximum of fourteen (14) calendar days after and in the event the Customer does not take possession of the goods within the aforementioned period of seven (7) calendar days. FOOOM shall charge the Customer EUR 35 excluding VAT per pallet per day or part of a day for such storage services. In case the Customer does not take possession of the goods during the aforementioned period of fourteen (14) calendar days, FOOOM shall cancel the order, take the ordered goods back and shall repay any in advance paid amounts to the Customer after having set off the storage costs and any other additional costs without incurring any liability whatsoever.

8 Packaging and dispatch

8.1 FOOOM determines the manner of dispatch unless agreed otherwise. FOOOM arranges for and determines the manner of packaging, unless the Customer instructs FOOOM otherwise in this regarding in writing and on time.

8.2 Packaging and/or packaging materials are not taken back by FOOOM unless the parties have agreed otherwise in writing.

8.3 The costs of dispatch are for the Customer’s account, unless agreed otherwise in writing.

9 Complaints and warranty

9.1 Images, descriptions, designs, catalogues, advertising materials and offers do not bind FOOOM. All statements by FOOOM regarding numbers, sizes, weights or other indications are made with the greatest possible care. FOOOM cannot guarantee, however, that no deviations will occur. The Customer must check compliance with the numbers, sizes, weights or other indications stated by FOOOM or agreed with FOOOM as much as possible when taking receipt of the goods. In addition, the Customer is obliged to inspect the goods delivered to it by FOOOM and/or the goods maintained, repaired and/or cleaned by FOOOM for soundness and completeness after these have been delivered to it.

9.2 The Customer is obliged to notify FOOOM in writing, which includes by e-mail, of incorrect or incomplete performance of the Contract within eight (8) calendar days after the date on which the goods were delivered or the services were provided, failing which the goods delivered and the services provided will be deemed to have been received in sound and undamaged condition and in accordance with the Customer’s legitimate expectations. As regards the other defects, the Customer is required to notify FOOOM in writing, which includes by e-mail, within eight (8) calendar days after the Customer became aware of a defect or should have become aware thereof within reason. The Customer’s rights in connection with a defect lapse if the Customer fails to notify a defect on time.

9.3 A complaint or notification as referred to in Article 9.2 must provide a clear and accurate description of the defect that is invoked by the Customer. Submitting a complaint does not release the Customer from its payment obligation.

9.4 A warranty of twelve (12) months applies to all automatic electrically operated dispensers whereas a warranty of five (5) years applies to all manually operated dispensers delivered by FOOOM. A warranty of one (1) year applies to all empty soap refills delivered by FOOOM. The warranty period of the soap refills filled with soap delivered by FOOOM is the expiration date stated on the soap refill subject to a maximum of one (1) year, provided the soap refills are stored under normal conditions. With respect to filling machines the warranty shall be equal to the warranty that FOOOM itself has received from its supplier. Any warranty claim with respect to filling machines made by the Customer shall only be accepted by FOOOM in the event FOOOM is able to recover such a claim from its supplier. FOOOM shall provide the Customer with the applicable warranty conditions upon its first request. The warranty period commences on the invoice date stated on the invoice. The Customer cannot invoke this article without the original invoice. If a good is repaired within the warranty period, the original warranty period will continue to apply on the understanding that a warranty period of three (3) months applies to repairs that have been carried out.

9.5 The Customer cannot invoke Article 9.4 during the period that the Customer does not comply in full or on time with an obligation under this Contract.

9.6 If a complaint or notification as referred to in Article 9.2 is justified in FOOOM’s opinion, FOOOM will at its discretion: (1) repair and/or replace the goods or the services that were provided, or (2) credit the fee paid by the Customer for the goods while taking the goods back, or (3) provide a financial compensation to the Customer that FOOOM considers reasonable in view of the nature and scope of the complaint and all additional circumstances while taking back the goods.

9.7 Any damage to and loss of quality of goods delivered will be deemed to have been caused by normal wear or improper use on the part of the Customer, unless the Customer can provide evidence to the contrary that this is not the case. Normal wear or improper use on the part of the Customer does not lead to any claim under the warranty.

9.8 Goods delivered by FOOOM are repaired exclusively by or on behalf of FOOOM. Any claim to Article 9.4 lapses if it becomes clear that a defect in a good arose as a result of installation, disassembly or repair other than by or on behalf of FOOOM and/or is otherwise fully or partly the result of acts by or on behalf of the Customer and/or caused in whole or in part by external causes such as lightning, water, fire damage and the like. The warranty also cannot be claimed if a good was sold to a third party. Any (investigation and transport) costs incurred by FOOOM in this regard are for the Customer’s account.

9.9 If a good is repaired, all replaced parts will become the property of FOOOM.

9.10 In the event a good is repaired outside the warranty period as referred to in this Article 9.4, FOOOM will have the right to charge the costs at the rates that apply at that time. A warranty period of three (3) months applies to repairs performed outside the warranty period referred to in Article 9.4.

9.11 Legal claims with respect to complaints and notifications as referred to in this article must be brought within six (6) months after the Customer notified FOOOM of the complaint in accordance with this article.

10 Retention of title

10.1 All goods delivered by FOOOM remain its property until the Customer has paid to FOOOM in full all amounts payable on the basis of the Contract and/or other contracts, including interest and expenses. In the event the Customer fails to comply with its obligations as referred to in this article, FOOOM will have the right to take back the goods delivered, subject to retention of title and at the cost of the Customer at its discretion and irrespective of where these goods may be located. The Customer is required to render all cooperation in this regard.

10.2 The Customer is obliged to notify FOOOM immediately of an attachment by garnishment levied against goods delivered subject to retention of title.

10.3 The Customer has the right to sell and deliver the goods delivered subject to retention of title within the context of its normal business operations, subject to the condition that the Customer has notified its other party in writing of FOOOM’s retention of title before the conclusion of agreement for the sale of the goods that were delivered. With the exception of the matters set out above, the Customer never has the right to encumber goods delivered subject to retention of title in any way and/or give them on loan (for consumption) and/or surrender control of them.

10.4 The Customer is obliged to insure the goods and keep them insured against fire, explosion and water damage and also against theft for the duration of the retention of title and allow FOOOM to inspect these insurance policies at its first request. All claims of the Customer against insurers of the goods pursuant to the aforementioned insurance policies will, if so desired by FOOOM, be pledged to FOOOM by way of additional security for the claims of FOOOM against the Customer.

10.5 After goods have been taken back as referred to in Article 10.1, the Customer will be credited for the market value of the goods taken back, which amount will never exceed the invoice value excluding turnover tax.

11 Intellectual property

11.1 All intellectual property rights with respect to the goods and services delivered vest in FOOOM or its supplier, with the exception of the designs, logos, trade names and figurative and other marks delivered by the Customer. The Customer is not allowed without FOOOM’s prior, written approval to reproduce, publish or imitate all or part of the goods to the extent such is possible in view of the nature of the goods.

11.2 The Customer is only to trade in the goods delivered by FOOOM under the (figurative) trademark, the trade name and the specifications under which the goods were delivered to it by FOOOM. The Customer does not have the right to change the capacity of the goods it has purchased from FOOOM, which includes their labelling, printing and instructions. The Customer shall not fill goods with substances that are not provided or approved of in writing by FOOOM in the event the goods contain the (figurative) trademark and/or the name FOOOM or any other trademark, sign, logo or name belonging to FOOOM, including any and all references thereto.

11.3 The Contract does not comprise an instruction or license with respect to any intellectual property rights within the context of the goods delivered to the Customer or services provided to the Customer or the documents related thereto.

11.4 The Customer guarantees that the designs, logos, trade names, figurative and other marks etc. delivered by the Customer to FOOOM do not infringe third-party intellectual property rights. The Customer indemnifies FOOOM against all claims from third parties who consider they have an older or stronger right in this regard.

12 Confidentiality

12.1 The Customer is obliged to observe strict confidentiality concerning all information from FOOOM (including ideas, knowledge, trade secrets, data, procedures, substances, samples and the like) that come to its attention within the context of the (performance of the) Contract and that has been designated as confidential by FOOOM or which the Customer should presume to be confidential in nature within reason. The Customer limits access to such information to those persons who require it for the (performance of the) Contract. Unless it has obtained the prior, written approval of FOOOM, the Customer will not disclose or publish any such information or any part thereof to any person, firm, company or other entity and the Customer will not use such information or any part thereof for any purpose other than for (the performance of) the Contract.

12.2 The duty of confidentiality referred to in Article 12.1 does not apply to information in respect of which the Customer is able to demonstrate that it:
– was fully in its possession before it was disclosed by FOOOM, without the Customer being bound in that regard to a duty of confidentiality towards FOOOM or a third party; or – at the time it was disclosed by FOOOM, was already generally known or available or later became so, other than as a result of the acts or omissions of the Customer; or
– was acquired by the Customer from a third party that was not bound by a duty of confidentiality as regards said information; or
– was developed independently by the Customer without making use of the information disclosed by FOOOM; or
– must be disclosed by the Customer on the basis of the law, any regulation or rule issued by a government-acknowledged agency, or on the basis of a binding and final court decision or another government body. In such cases, the Customer will notify FOOOM thereof in due time so that the extent of the disclosure by the Customer can be limited, in consultation with FOOOM, to what is strictly necessary.

12.3 The Customer will be required to impose the same obligation as referred to in Article 12.1 on its employees or third parties that it has engaged in the performance of the Contract. The Customer guarantees that these employees/third parties do not act contrary to the duty of confidentiality arising from this article.

13 Liability for loss and indemnification

13.1 FOOOM’s liability is limited to compliance with the warranty obligations referred to in Article 9.4.

13.2 FOOOM is not liable for any loss on the part of the Customer as a result of an (attributable) failure on the part of FOOOM as regards compliance with any obligation pursuant to the Contract and/or the law or any other act (directly or indirectly) related to the Contract, including but not limited to any act that can be considered to be unlawful within the meaning of Article 6:162 of the Dutch Civil Code, unless the loss sustained by the Customer is related directly to any intention or deliberate willful recklessness exclusively on the part of FOOOM’s managerial staff.

13.3 If and to the extent it is established by law that FOOOM is liable for loss on any basis whatsoever, such liability is limited per claim or per event to an amount equal to the invoice value, excluding turnover tax, of the good or service delivered by FOOOM to which the liability relates, unless the cover of FOOOM’s liability insurance makes further liability possible. Any compensation is limited to the amount to be paid out by FOOOM’s liability insurance increased by the excess.

13.4 A series of related claims or events applies as a single claim or event.

13.5 The Customer is obliged to report losses sustained by it to FOOOM by registered letter as soon as possible but in any event within at most eight (8) calendar days after the loss arises or becomes known. Losses not reported within this term do not qualify for compensation. All legal claims of the Customer against FOOOM prescribe in any event after one (1) year, to be calculated from the day on which the relevant obligation under the Contract became payable or the event that caused the loss occurred.

13.6 The Customer indemnifies FOOOM against all third-party claims on any basis whatsoever in connection with the goods delivered by FOOOM to the Customer as well as the services performed for the Customer, unless the Customer demonstrates that a third-party claim is not related in any way to any circumstance that is within the Customer’s area of risk.

13.7 Apart from the Customer’s own obligation to comply, the Customer arranges for adequate insurance and it will maintain this insurance at all times so that it is able to comply in full with its indemnification obligations towards FOOOM as referred to in Articles 13.6 and 14.2. The Customer will allow FOOOM to inspect the relevant insurance policies at its first request. If the relevant insurance is cancelled or the cover is not or no longer sufficient, the Customer will notify FOOOM thereof immediately.

13.8 In the event the Customer promotes, sells, donates, delivers or markets the by FOOOM delivered goods in any way whatsoever in the United States of America and/or Canada, it shall indemnify and hold FOOOM harmless for any claims of third parties, including but not limited to consumers, in relation to those goods. Moreover, the Customer shall act as first point of contact for consumers in those countries with respect to the goods.

13.9 FOOOM shall not be liable in the event the Customer fails or has failed to comply with FOOOM’s safety regulations and/or any other applicable law and regulations. FOOOM will provide the Customer upon its first request in writing with its safety regulations in the event the Customer is not familiar with FOOOM’s safety regulations.

14 Government and other regulations and labelling

14.1 The Customer is obliged to comply with all applicable operating and safety instructions and government and other regulations with respect to the goods delivered by FOOOM. All fines, losses and/or other consequences arising from the fact that the Customer failed to comply with such regulations are for the Customer’s account.

14.2 The Customer indemnifies FOOOM against all claims from third parties, including government agencies, which result from the fact that the Customer failed to comply with its obligations referred to in Article 14.1.

14.3 In the event modification of a good is necessary in connection with the purpose for which the Customer wishes to use or has used the good pursuant to government or other regulations or on the basis of regulations issued by other competent authorities at the start of the Contract or at a later moment, the related costs will be for the Customer’s account.

14.4 In case FOOOM provides the goods with labels at the request of the Customer, the Customer shall be responsible and liable for providing the mandatory labelling information that is required by applicable laws and regulations (including but not limited to ingredients, usage requirements, warnings, and allergens) and for providing the correct translation thereof in the required language(s). The Customer shall timely provide the relevant information to FOOOM in writing.

14.5 In the event FOOOM delivers empty soap packages to the Customer, FOOOM shall not be responsible and/or liable for fillings (from the Customer of third parties) and labelling thereof. Soap packages can only be filled once and are not reusable.

15 Force majeure

In the event of force majeure on the part of FOOOM, compliance with the Contract will at the sole discretion of FOOOM, i) be suspended in whole or in part for the duration of the situation of force majeure, or ii) be terminated and in both situations mentioned under i) and ii) without the parties being obliged to pay any compensation to each other. If the Contract has not been terminated by FOOOM and the force majeure is expected within reason to last for more than six (6) months or it has already lasted six (6) months, both FOOOM and the Customer will have the right to terminate all or part of the Contract with immediate effect and without judicial intervention, without such creating any right to compensation. Force majeure on the part of FOOOM includes in any event:
– circumstances with respect to persons, raw and other materials used by FOOOM in the performance of the Contract, which are of such a nature that the performance of the Contract becomes impossible as a result or becomes so onerous and/or disproportionately expensive for FOOOM that compliance with the Contract cannot or can no longer be expected of FOOOM within reason.
– the circumstance that FOOOM does not receive an output that is important in connection with the output to be delivered by it or such output is not delivered to FOOOM on time or properly;
– strikes, factory occupations, import and export impediments, government measures;
– fire, water damage, floods, extreme weather conditions, contagious diseases, outbreak of viruses, pandemics, epidemics;
– war and the threat of war, riots, willful damage; – interruptions or breakdowns in the power and/or telecommunications facilities and the like.

16 Suspension and termination

16.1 FOOOM has the right, at its discretion, to suspend performance of the Contract, in whole or in part, or to terminate the Contract, in whole or in part, by means of a written declaration and without judicial intervention and with immediate effect (without FOOOM being obliged to pay any compensation) in the event:
– the Customer fails to comply with (one of) its obligations pursuant to the Contract and/or these General Conditions;
– the Customer is granted a (provisional) suspension of payment or the Customer is declared bankrupt or is offered a composition;
– the Customer ceases its business or a change occurs in the control of the Customer’s business; – the permits held by either party that are necessary for the performance of the Contract are withdrawn.

16.2 All claims FOOOM may have or acquire against the Customer in the cases referred to above in Article 16.1 are immediately due and payable in full.

16.3 A claim for termination of the Contract on the part of the Customer must be made by registered letter and the Customer is obliged to clearly state therein the ground(s) for termination.

16.4 The Customer does not have the right to cancel an order that has been placed once it has been accepted by FOOOM. If the Customer nevertheless wishes to cancel all or part of the order, it will be obliged to compensate FOOOM for all costs incurred by FOOOM in connection with the performance of this order (costs related to the design, offer, preparation, storage and the like), the activities performed by FOOOM and the profit lost by FOOOM, to be increased by VAT, whereby FOOOM will charge a minimum amount equal to 50% of the order value.

17 Forfeiture of rights

Unless these General Conditions prescribe a shorter period, the Customer is obliged to enforce its rights arising from the Contract within one (1) year after they arise by initiating legal proceedings, failing which its rights will lapse by operation law.

18 Outsourcing/Transfer

18.1 FOOOM is free to outsource the activities pursuant to the Contract concluded with the Customer to third parties under its own responsibility.

18.2 The Customer hereby authorises FOOOM in advance to transfer the Contract and the rights and obligations arising therefrom and/or the performance of the obligations that arise from the Contract for FOOOM in whole or in part to one or more third parties by way of contract takeover as referred to in Article 6:159 of the Dutch Civil Code.

18.3 The Customer is not allowed to transfer the rights and obligations and/or compliance with its obligations that arise for it from the Contract and these General Conditions in whole or in part to third parties without the prior, written approval of FOOOM.

19 Invalidity of one or more provisions and conversion

19.1 The invalidity of a provision of the Contract or these General Conditions does not have consequences for the validity of the other provisions of the Contract or these General Conditions.

19.2 If one or more provisions of the Contract or the General Conditions are invalid or unacceptable given the circumstances, in accordance with the standards of reasonableness and fairness, a provision will apply between the parties that is acceptable taking all circumstances into consideration.

20 Choice of law and forum

20.1 The legal relationship between FOOOM and the Customer is governed exclusively by Dutch law, with the exclusion of the Vienna Sales Convention (CISG).

20.2 With the exception of disputes concerning the technical capacity of the goods delivered as referred to in Article 19.3, all disputes between the Customer and FOOOM will be settled by the competent court in Haarlem, The Netherlands. FOOOM also has the right to submit disputes to the competent court in the domicile of the Customer.

20.3 Disputes that concern the capacity of the goods delivered to the Customer by FOOOM will be settled at the request of either party by means of binding advice within the meaning of Article 7:900 paragraph 2 of the Dutch Civil Code. The binding advice will be requested from experts of the Netherlands Organization for Applied Scientific Research (TNO). The following applies in this regard:
– the technical capacity will be determined by one expert;
– the expert will be appointed by TNO;
– the opinion of the expert is decisive and the parties are therefore obliged to comply with this opinion; and
– the costs of the expert will be borne by the unsuccessful party, unless agreed otherwise in writing.

20.4 The Dutch text is binding in case of uncertainties concerning the interpretation of these General Conditions. 01-01-2021