Having its statutory seat in The Hague.
In case of difference of opinion concerning the explanation of the text of these terms, the Dutch version, as deposited with County Court The Hague, is legally binding upon parties.
Hereafter to be referred to as Van der Zwan
1. GENERAL
1.1 Upon registration of these General Terms with the registry of the district court’s office in The Hague all preceding terms and provisions of Van der Zwan shall be cancelled.
1.2 Client is understood to mean anyone giving Van der Zwan an order, wishing to buy or buying goods from it, or wishing to conclude or concluding any agreement of another nature with it.
2. APPLICABILITY
2.1 These terms apply to all offers, both verbal and written, to all contracts and orders and to all work or deliveries to be performed by Van Der Zwan, unless explicitly agreed upon differently.
2.2 The applicability of any terms or conditions of the client is explicitly excluded. Particularly a simple reference by the client to his own terms and conditions or a standard clause on his stationery or in his own terms and conditions, claiming the exclusive effect of said terms and conditions is insufficient.
2.3 If with regard to one or more subjects, regulated in these Terms, deviations have been agreed upon, these General Terms remain in force for all other subjects. Agreed deviations are never valid for more than one order, unless the deviation is again confirmed in writing.
3. OFFERS
3.1 All offers are without engagement whatsoever, unless explicitly agreed upon differently, the offer solely being viewed as an invitation to place an order. Van der Zwan will not be bound until having confirmed the order in writing. Any offer is valid for fourteen days only.
3.2 The prices quoted in the offers shall be exclusively applicable to the quantities stated with respect to them.
3.3 In the event of compound quotations there shall not be an obligation to make partial deliveries at a proportional part of the price quoted for the total delivery.
3.4 In the event of an offer not being accepted, Van der Zwan reserves the right to charge client for the costs, or part therof, of making the offer.
4. ORDERS
4.1 An order or commission shall be binding upon the client. Van der Zwan shall not be committed until the order confirmation has been sent. If the client has not informed Van der Zwan of his objections within five days after the order confirmation has been sent, the order confirmation is deemed to give a correct and complete representation of the agreement.
4.2 All prices quoted by Van der Zwan shall be exclusive of V.A.T. and/or other taxes, charges or rights which the goods may be subject to, unless explicitly indicated otherwise in the order confirmation.
5. CHANGES TO THE ORDER
5.1 Any alterations in execution desired by the client after having given the order, shall have been notified to Van der Zwan by the client timely and in writing. If they are communicated verbally or by telephone, the risk of the execution of the alteration shall be at the expense of the client, unless these alterations have been confirmed by Van der Zwan in writing.
5.2 Any alterations in the original order, of whatever nature, communicated in writing or verbally by or on behalf of the client, which result in higher costs than could be counted on when the quotation was made and/or order confirmation was sent, shall be charged to the client in addition.
5.3 If client changes the order and/or cancels the order entirely or partially and said change or cancellation is accepted in writing by Van der Zwan, client is bound to make good all cost reasonably made with a view to the execution of the order (cost of calculation, preparation, storage, commission etc.). If Van der Zwan should desire so, the client shall also be obliged to payment of loss of profit, as well as other damage ensuing from the cancellation in question.
6. CHANGES IN PRICE
6.1 Any change in the prices quoted shall be explicitly reserved, without previous notice and even after the order confirmation has been sent; Thus, Van der Zwan shall be entitled to charge the client, from the moment of conclusion of the agreement and before total delivery has taken place, for increases that may have arisen in wages, social employers’ charges and/or other terms of employment, as well as increases in other rates, rights, charges, levies and taxes, as well as any change in exchange rates that may be cost-price increasing for Van der Zwan. If the increase exceeds 5% of the price offered the client shall be entitled to cancel the agreement under the obligation of paying Van der Zwan the part of the order already executed.
7. EXECUTION OF THE ORDER
7.1 Van der Zwan commits itself to executing all given orders to the best of its knowledge and ability, but does not accept any liability for not realizing the client’s set target.
7.2 Van der Zwan, at all times, has the right to deliver 5% more or less.
7.3 Without having informed or consulted the client, Van der Zwan shall be entitled to subcontract the order or parts of it to or to have it executed by third parties not employed by it, if in the opinion of Van der Zwan this is conducive to a good and efficient execution of the order.
7.4 Each partial delivery, including the delivery of parts of a compound order, can be invoiced, in which case this partial delivery is regarded as a transaction in itself; in such a case payment shall be made in compliance with the provisions in chapter 13.
7.5 All agreements with clients concerning fishery products are made under the proviso of catch. If -as a result of disappointing catches relating to the quantity and or quality of fishery products- so many products are less available, including condemnation by the proper authorities than expected by agreement, van der Zwan has the right to diminish the sold quantities accordingly. Van der Zwan does not have to substitute products.
7.6 If the execution of an order has to be expedited, extra manpower, overtime and other extra costs can be charged to the client.
8. FORCE MAJEURE
8.1 Force majeure is understood to mean every circumstance or occurance not due to van der Zwan, resulting in the complete or partial prevention of the fulfilment of van der Zwan’s commitment, or because of which fulfilment of the agreement cannot reasonably be expected, regardless of whether such an event could have been foreseen.
8.2 Force majeure will in any case include war, danger of an imminent war, mobilization, riots, floods, storm damage, closed shipping traffic and other transport obstructions, stagnation in or reduction or discontinuation of the deliveries due to public utilities, fire, break-down of engines and other accidents, strikes, exclusions, actions by trade unions making production impossible, government measures, non-delivery to Van der Zwan by third parties and other unforeseen circumstances, also in the country of origin of the wares, which disturb the regular business proceedings and delay the execution of an order or in all fairness make execution impossible
8.3 Force majeure shall discharge Van der Zwan from compliance with the term of delivery agreed upon or from the obligation to execute the order, without enabling the client to appeal to any right to compensation of expenses, damages or interests on that account.
8.4 In the event of force majeure Van Der Zwan shall inform the client thereof without delay, in which case the client shall be entitled to cancel the order in writing during a period of eight days after receipt of this communication, however under the obligation to pay Van Der Zwan for the part of the order already executed.
9. TERMS OF DELIVERY
9.1 All times of delivery are always stated by approximation and are, consequently, non-binding. The term of delivery commences as soon as the order confirmation is sent and, moreover, all relative information is received by Van der Zwan, this solely to the opinion of Van der Zwan.
9.2 Exceeding of the term of delivery never releases the client from obligations originating from the agreement and will never give the client the right to file for dissolvement of the agreement and/or damages, unless the client has brought the consequenses of delay to the attention of Van der Zwan in writing and this has been confirmed by Van der Zwan in writing.
9.3 If the term of delivery is exceeded to such an extent that in all fairness the client cannot be expected to maintain the agreement, the client shall be entitled to cancel the order concerned, however, provided that he informs Van der Zwan of this fact in writing, without prejudice to the right of Van der Zwan to deliver the goods concerned after all within 4 weeks after receipt of the aforesaid notification. The client may demand that Van der Zwan informs him, by return of mail, whether or not it wishes to avail itself of this right.
9.4 Where Van der Zwan deems this necessary, or when the client explicitly requests this, the goods will be delivered packaged in crates and on pallets; these crates and pallets remain in the ownership of Van der Zwan. Both the crates and pallets carry a deposit, which will be charged to the client.
9.5 If the packaging materials mentioned in 9.4 are returned to Van der Zwan timely and in good condition, the client will be refunded for an amount equal to the deposit charged or the deposit will not be charged.
9.6 Van der Zwan is authorised to suspend or cancel the order with immediate effect, without the requirement of a declaration of default and/or a court order for this, while retaining its right to claim damages and while everything stated in Chapter 13 remains valid, if, at the sole judgment of Van der Zwan:
client fails to meet any of his obligations ensuing from the agreement or these General Terms governing it.
client fails to make the payments due to Van der Zwan.
there is good reason to assume client won’t be able to make the payments due to Van der Zwan.
client discontinues or transfers his company or an important part thereof, including entering the company or an important part thereof into an existing company or one still to be set up and including significantly changing the objectives of his company.
clients property or part therof is seized or client cedes his company or part thereof;
The amount owed to Van der Zwan will become payable with immediate effect.
10. RETURN SHIPMENTS
10.1 Return shipments shall not be accepted by Van der Zwan, unless prior written agreement of acceptance of return shipment is given.
10.2 The provision in the preceding article is also valid for goods received: the solitary receipt of returned goods at the warehouse of Van der Zwan and/or by its personnel is therefore never considered to be an acceptance.
10.3 Wrongly returned goods remain available to and at client’s risk; any cost of transport or storage are charged to the client. For return shipments, that have been accepted because of a client’s complaint, but which turn out to have no defects the above will apply just the same.
11. COMPLAINTS
11.1 The client is obliged to check the numbers, weight and/or packaging of the wares supplied. This check has to be effected immediately upon delivery. If reclamation is not made immediately after delivery and upon receipt of the wares, the details as mentioned on the bill of lading or the delivery voucher are accepted as correct.
11.2 The client is entitled to have all products checked for weight, numbers and quality. The costs concerned, unless something does turn out to be seriously wrong with the shipment, shall be at the expense of the client.
11.3 Complaints can only be made within 48 hours upon execution of the order and have to be confirmed in writing.
11.4 A delivery is deemed to have been approved if:
client has approved or accepted the goods.
client has not checked the goods within 48 hours of delivery.
Client has begun using the goods before checking them.
After the approval of the delivery Van der Zwan shall not accept any liability against the client or any third party other than that mentioned in article 11.
11.5 Defects which could not reasonably have been detected within the period of time mentioned in article 11.3, will have to be brought to the attention of Van der Zwan immediately upon detection, in any case within fourteen days of receipt of the order.
11.6 Upon detection of any (alleged) defect the processing or any other use of the goods concerned should be stopped without delay.
11.7 The client shall lend all the cooperation desired by Van der Zwan for its inquiry into the complaint, among other things, by providing sample material and/or by giving Van der Zwan the opportunity to start or give instructions to start an inquiry into the quality and/or quantity of the performance, on the spot.
11.8 If Van der Zwan considers a defect in the goods delivered proved, it will have the choice either to redeliver free of charge, or to grant the client a reduction in the price offered to be fixed by mutual agreement.
11.9 A complaint with respect to particular goods or works shall not suspend the client’s obligation to pay with respect to this or other goods or works.
11.10 Defects in part of the wares delivered shall not give the right to reject the total performance.
11.11 Van der Zwan shall not be liable for any printing, writing and/or counting errors and/or lack of clarity in offers, order confirmations and/or prospectuses, nor for any consequences of these. In the event of a difference in interpretation of offers, order confirmations or prospectuses Van der Zwan‘s interpretation shall be considered binding.
12. LIABILITY
12.1 Barring cases of malicious intent or gross negligence, to be proved by the client, Van der Zwan shall have no liability whatsoever for any damage of whatever description and arisen through whatever cause, insofar this damage exceeds the amount of the work or deliveries to be performed by Van der Zwan, or a proportional part thereof. Van der Zwan will, under no circumstances, be liable for trading losses or consequential losses.
12.2 Agreements with its personnel shall not be binding upon Van Der Zwan, unless confirmed by it in writing.
12.3 Van Der Zwan does not accept any responsibility whatsoever for defects caused by or to the goods delivered for which the client or third parties is/are to blame, or which are due to external causes.
12.4 Van der Zwan gives advice to the best of its knowledge and in good faith, but it does not accept any liability whatsoever for loss or damage directly or indirectly ensuing from the contents of its advice.
13. PAYMENT
13.1 All payments shall be made within fourteen days after the invoice date net and cash, without any deduction, in Dutch valid currency.
13.2 If an order for delivery or execution of work is given for the account of two or more corporate bodies, these shall each be severally liable for the complete fulfilment of the obligation ensuing from the ad hoc agreement.
13.3 The client is never entitled to deduct any (alleged) claim he has on Van der Zwan from the amount owed to Van der Zwan.
13.4 If Van der Zwan has not received payments within fourteen days after the invoice date, even if Van der Zwan has given permission for this, the client shall owe an interest on the invoice amount of 1% a month or part of a month, commencing on the date on which the invoice amount has become payable; on each occasion after a period of one year the client shall also owe interest on the interest then evident. If and in sofar as the legal interest rate is higher than the percentage mentioned here, the legal interest shall be calculated.
13.5 Van der Zwan shall be entitled to desire cash payment, or to desire that the client provides security for payment, or pays part of the price agreed upon – to be determined by Van der Zwan – in advance , prior to delivery, while despite a term of payment agreed upon, prompt payment will have to be made, if Van der Zwan should have reasons to desire so.
13.6 All expenses, both in and out of court, incurred by Van der Zwan for the effectuation of its rights shall be at the expense of the client. The extrajudical costs will be calculated on the basis of the Voorwerk II Report of the Netherlands Association for the Judiciary. Van der Zwan reserves the right to claim more costs if these have indeed been made.
14. RESERVATION OF OWNERSHIP
14.1 The ownership of the wares to be delivered shall not be transferred to the client, notwithstanding the actual delivery, until all the costs he owes Van Der Zwan on whatever account have been paid.
14.2 The client shall be authorized until further notice to sell the wares delivered to third parties within the framework of his usual business performance and to deliver them, provided that at Van Der Zwan’s first request he will assign the claims obtained against his buyers from these sales to Van Der Zwan. The client shall now grant Van Der Zwan the irrevocable authority to proceed to collection of the claim(s) concerned if such a case should occur.
14.3 The goods delivered may not be used as a collateral or security.
14.4 At all times Van Der Zwan shall be entitled to remove the wares delivered or have them removed from the client or those holding them for him, if the client has not fulfilled his obligations towards Van Der Zwan. The client shall lend his cooperation to this on pain of a fine of € 2500,00 for each day that he is in default. In that case Van der Zwan will also lay claim to all damges, including trading losses or consequential losses, arising from the non-cooperation.
15. APPLICABLE LAW
15.1 Dutch law exclusively shall apply to all agreements and transactions of Van der Zwan.
15.2 All disputes, of whatever description, shall be subjected to the judgement of the Dutch competent court, with the exclusion of all other arbitrating, advisory and judiciary bodies.
Version May 2007
General Purchase Conditions
of W. van der Zwan en Zonen B.V.
Having its statutory seat in The Hague. Hereafter to be referred to as Van der Zwan
1. APPLICABILITY
1.1 Van der Zwan shall request seller to submit a quotation, holding a specification of quantities or numbers desired, time and place of delivery, of the goods to be supplied. Said offer is to be made out in current Dutch currency.
1.2 An agreement of sale is effected if Van der Zwan has given an order to seller and seller has confirmed said order.
1.3 Van der Zwan can instruct seller the use of a specific form for the confirmation as well as a time limit for its return.
2. ALTERATIONS
2.1 Alterations in the agreement of sale and deviations of these general purchasing conditions are null and void if not agreed upon in writing between Van der Zwan en seller.
2.2 Should alterations lead up to an increase or decrease of costs, the ensuing change in purchase price has to be agreed upon in writing between parties.
2.3 In case the change in purchase price cannot be agreed upon, a dispute is extant between parties, in which case chapter 17 shall be applicable.
3. QUALITY AND DESCRIPTION
3.1 The goods to be supplied are to be entirely suited to the end as made known to seller, with due regard to the details otherwise decided on in the purchase order and attached specification.
4. INSPECTION
4.1 Prior to shipment seller shall carefully check whether the goods are in conformity with the agreement.
4.2 Van der Zwan is entitled to inspect the goods during shipment, tooling, processing and storage. If Van der Zwan chooses to exercise this right, seller shall see to such facilities. as can be expected by Van der Zwan within reason.
4.3 Should Van der Zwan ascertain at any test or check pursuant to both preceding clauses, the goods to be supplied not to be in accordance with the description in the order, or, that it is highly unlikely that on completion of the order the goods will be as ordered, he shall inform the seller on that subject without delay. In that case, seller has to take all measures necessary as yet to meet the specifications as ordered and conditions of the purchase agreement, notwithstanding the stipulations of chapter 9 and 11 of these conditions.
4.4 If the results from the test or check by Van der Zwan or by the independent test institute retained by him are disputed, seller is entitled to execute a second assessment on the condition that the losing party shall pay. A dispute is extant between parties if no agreement can be reached with the reports of these checks and tests; in that case the stipulations of chapter 17 of these purchase conditions shall be applicable.
5. PACKING AND SHIPMENT
5.1 Unless the nature of the goods so forbids, the goods should be properly packed, cooled, conserved or frozen and safeguarded in such a way, that they shall reach their destination in good condition when transported in a normal fashion. Seller shall take out insurance against all risks, reasonably incurred during transport, such to the satisfaction of van der Zwan.
5.2 Seller shall deliver the goods at or ship the same to the place or places as agreed upon in such a way as stipulated in the order or as agreed upon afterwards.
5.3 If seller has supplied pallets, packing cases, crates, containers etcetera for packing and transport or -whether against payment of deposit or security or not- has had supplied by a third party, Van der Zwan is obliged (unless in case of once-only packing) to return these pallets, packing cases, crates and containers to the address as stipulated by seller.
6. STORAGE
6.1 If the goods are ready for shipment and -for any reason whatsoever- Van der Zwan cannot accept the goods on the point of time as agreed upon, seller shall, storage space permitting, upon request of Van der Zwan keep and safeguard the goods and take steps to prevent detoriation of quality untill such time as they are delivered at Van der Zwan’s.
6.2 Van der Zwan is obliged to reimburse seller for the storage cost at a fee as customary at seller’s or -for want of that- at the fee as customary in the line of business of seller’s, from the point of time of readiness for shipment of the goods, or -that being a later date- from the date of delivery as stipulated in the purchase agreement
7. TRANSFER OF TITLE AND RISK
7.1 Except for the particulars as stipulated in chapter 7 clause 2, the title and risk of the goods shall be transferred to Van der Zwan upon delivery.
7.2 In case seller postpones shipment at the request of Van der Zwan in accordance with the particulars as stipulated in chapter 6, the title of the goods shall be transferred to Van der Zwan at such a time as further agreed upon between parties; seller shall be bound to separately and recognizably store the goods as property of Van der Zwan. Nevertheless, in that case the goods shall remain at the risk of seller as keeper of the goods until actual delivery at Van der Zwan’s at het place or places as expressed in chapter 5 clause 2.
8. TIME OF DELIVERY
8.1 Seller shall deliver the goods at the time of delivery or within the term of delivery specified in the purchase order. In case a term of delivery is agreed upon, this term starts at the date of confirmation of the order by seller.
8.2 As soon as seller knows or expects the delivery to be delayed, he is obliged to inform Van der Zwan without delay. In case parties do not succeed in settling the effects of this delay in mutual agreement, the resulting difference shall be subject to the particulars as stipulated in chapter 17. Seller is responsible for any damages suffered by Van der Zwan as a result of the delay and also as a result of belated information on (probable) delay.
8.3 In case the goods are not entirely or partly delivered at the time agreed upon and parties cannot agree upon an extension of the term of delivery and a compensation of damage as a result of delay, Van der Zwan shall be entitled to regard the agreement as dissolved, such two weeks after a written statement to that effect. This dissolution not only extends to the goods that are not delivered, but also to the goods already delivered under that same purchase agreement, in case these goods cannot be effectively used anymore as a result of the non-delivery of the rest of the goods. Van der Zwan is not entitled to regard the purchase agreement as dissolved if seller can show his interests in case of dissolution to be damaged more severely than the interests of Van der Zwan in case of delayed execution.
8.4 In case of dissolution Van der Zwan shall be entitled to return for account and risk of seller the goods already delivered under the same purchase agreement but not effectively usable; Van der Zwan can demand from seller reimbursement of payments already effected for these goods.
8.5 In case of dissolution of the purchase agreement seller is obliged to compensate Van der Zwan for any damages incurred over and above those stipulated sub 8.3, e.g. as a result of a replacement purchase or loss of profit.
9. TESTING AND CONDEMNATION
9.1 Insofar sufficient testing in accordance with chapter 4 has not yet taken place during or after processing, assimilation or storage, Van der Zwan shall be obliged to test or have tested those goods of which the nature necessitates testing or makes such desirable within a reasonable period of time after delivery. In case of deep frozen goods the aforementioned term shall be 90 days.
9.2 If -after testing- deficiencies show, seller shall be obliged to replace the faulty goods as soon as possible.
9.3 Seller shall inmediately be informed of any condemnation, If parties thereupon cannot reach an agreement concerning the supply of replacement goods, Van der Zwan shall be entitled to give notice, observing a term of two weeks, to regard the purchase agreement as dissolved, such without legal intervention.
9.4 After dissolution, Van der Zwan shall be obliged to promply return the goods already delivered for account and risk of seller to a place stipulated by seller. The title of already delivered goods shall be retransferred to seller as a result of this return shipment.
9.5 After dissolution, seller shall be obliged to return the amounts of the purchase price already paid forthwith.
10. GUARANTEE
10.1 Seller shall be liable for any damage to or by the goods, taking place during the guarantee period.
10.2 In settlement of his obligation from liability, seller shall be obliged to substitute the goods or the faulty parts thereof free of charge within a reasonable term.
11. DAMAGE OR LOSS DURING OR AS A RESULT OF TRANSPORT
11.1 Goods, damaged or lost during transport, shall be substituted by seller free of charge, subject to written notification by Van der Zwan to seller within such a term as to enable seller to meet the transport conditions of the carrier, or, in case seller delivers with his own means of transport, within a reasonable term.
12. PURCHASE OF SERVICES
12.1 Seller and all personnel under his supervision are obliged to act upon all instructions, given by van der Zwan.
12.2 Seller shall provide all permits and exemptions needed for the execution of the agreement. Already at this time seller shall safeguard van der Zwan against any third-party-claims concerning the absence of the permits and exemptions needed.
12.3 Seller is responsible for the safety, health and well-being of the employees and subcontractors under his supervision and is obliged to conform to all legal regulations for this work and all other instructions, demands and regulations prescribed in reason by Van der Zwan or any relevant government agency.
12.4 Seller is responsible for meeting all legal obligations with regard to the employees under his supervision, including the payment of social benefits and wage taxes. Already at this time seller shall safeguard van der Zwan against any third-party-claims concerning the non-payment, late payment or incorrect payment of benefits and taxes.
12.5 If and when employees, under supervision of seller, descend from a country outside the Netherlands, but within the EU, seller needs to supply Van der Zwan with names and birth dates of these employees as well as proof that social benefits for these employees are paid to the country in question.
12.6 If and when employees or subcontractors, under supervision of seller, descend from a country outside the EU, seller needs to supply Van der Zwan with names and birth dates of these employees or subcontractors as well as proof that these employees or subcontractors have a valid permit to work in the Netherlands. Already at this time seller shall safeguard van der Zwan against any third-party-claims concerning the presence of non-EU-residents without a valid residence or working permit.
13. PRICE AND PAYMENT
13.1 Unless otherwise agreed upon, the purchase price shall consist of the price of the goods, cost of packing, transport and cost of delivery.
13.2 Van der Zwan is entitled to deduct from the purchase price due the difference between the additional amounts due on the strength of chapters 2 and 6 on the one hand and the amounts due by seller on the strength of chapters 7, 8, 10, 11 and 13 on the other hand.
13.3 Van der Zwan is obliged to pay to seller the price agreed upon increased or decreased in accordance with both previous chapters at such a time as stipulated in the order. If no time is stipulated, a term of payment of 60 days upon receipt of the invoice in question shall apply.
13.4 Van der Zwan, exercising his right to storage as stipulated in chapter 6, remains obliged to pay the purchase price at such a time as stipulated in the order.
13.5 Invoices, sent to Van der Zwan, are to be made out in Dutch coin. All payment made by or on behalf of Van der Zwan shall be effected net, in Dutch coin, unless otherwise agreed upon.
14. LEGAL REQUIREMENTS
14.1 Seller guarantees the composition and quality of the goods to be delivered as per the order to meet in all respects all applicable requirements, as stipulated in laws and/or other regulations, laid down by public authorities, in force at the point of time of concluding the agreement.
14.2 When “standard of quality” is mentioned in orders or confirmations thereof, classification of goods as per the health regulations for the production of and trading in fishery products, based on regulations of the EU Council and the Dutch Law on goods is meant.
14.3 Seller is obliged to have possible dangerous and/or chemical waste removed by a -for said waste- state accredited company.
15. DISSOLUTION
15.1 Without prejudice to previous stipulations the purchase agreement shall be dissolved by a written statement at such time as the seller is adjudicated bankrupt, applies for a letter of licence, or loses the disposal of his property or parts thereof by seizure or guardianship or otherwise, unless the receiver or trustee accepts the obligations, resulting from this purchase agreement, as a debt of the estate.
15.2 As a result of the dissolution, mutual claims shall become immediately claimable. The particulars as stipulated in chapter 7 are correspondingly applicable.
16. DAMAGES
16.1 Seller will completely indemnify Van der Zwan for all damages and injuries against Van der Zwan, its employees and its clients as a result of actions or negligence by seller, its employees or any third party involved in the execution of the order by seller. Included are damages and injuries, that may arise from the presence, the use or the transportation of goods or materials owned by seller, its employees or any third party involved in the execution of the order by seller.
16.2 Seller shall safeguard van der Zwan against any damage claims by third parties as expressed in chapter 16 clause 1. If a third party makes a claim against Van der Zwan Van der Zwan will immediately inform seller and supply seller with the relevant details. Other than that Van der Zwan will take no action whatsover, unless seller gives specific permission or if seller fails to act against the damage claim.
16.3 Seller is responsible for all people, materials and tools it uses to execute the order of Van der Zwan. Seller needs to insure these for the entire period of the order execution. Van der Zwan will accept no responsibility or liability, of whatever description, on this subject.
17. APPLICABLE LAW
17.1 A dispute exists, as soon as one party declares it to be.
17.2 Dutch law exclusively shall apply to all agreements and transactions of Van der Zwan.
17.3 All disputes, of whatever description, shall be subjected to the judgement of the Dutch competent court, with the exclusion of all other arbitrating, advisory and judiciary bodies.
Version June 2007
