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General terms and conditions of the private companies with limited liability Sola B.V., Chamber of Commerce registration no. 30090421, and Sola Airline Cutlery B.V., Chamber of Commerce registration no. 30129126, of Zeist

Article 1 DEFINITIONS

  1. For the purposes of these general terms and conditions the “seller” shall be taken to mean Sola B.V. or Sola Airline Cutlery B.V., both private companies with limited liability having registered office in Zeist, the Netherlands; the “purchaser” shall be taken to mean the buyer of products (from the seller) and/or the party giving instructions (to the seller) for the sale and delivery of products, including but not limited to the performance of services and work (by the seller on the purchaser’s instructions); the “agreement” shall be taken to mean the agreement between the seller and the purchaser with respect to the sale, purchase and delivery of products and/or the performance of services and work, in the most general sense; and “products” shall be taken to mean all products marketed by the seller.      

Article 2 APPLICABILITY

  • These general terms and conditions shall fully apply to all agreements with the seller and all offers by the seller for the delivery and/or repair of the products, as well as to the performance of services and work, in the most general sense, unless agreed otherwise in writing.
    • If any provision of these general terms and conditions, or of an agreement entered into subject to these general terms and conditions, should prove invalid, the other provisions shall remain in full force. The parties shall mutually negotiate a new provision to replace the invalid provision, taking into account the purport of the original provision to the extent possible.
    • If any provision of these general terms and conditions should be held unreasonably onerous in court proceedings, the purchaser hereby, in advance, agrees to conversion of the relevant provision or provisions into one or more legally acceptable provisions.
    • In the event of conflict between these general terms and conditions and an agreement entered into with the seller, the agreement shall prevail.

Article 2a BATTLE OF FORMS

2a.1        These general terms and conditions shall prevail over any general conditions of the purchaser, howsoever denominated, if and to the extent not expressly accepted by the seller in writing. Any reference by the purchaser to its own purchasing and/or other conditions shall not be accepted by the seller.

Article 3 AMENDMENTS

  • Any derogations from these general terms and conditions or amendments or additions to an agreement shall be valid only if agreed between the seller and the purchaser in writing, and shall apply only to the individual and specific case to which the derogation relates. With respect to any other situations these general terms and conditions shall fully apply. 

Article 4 INTELLECTUAL PROPERTY RIGHTS

  • Title to the models, images, and measurements, and/or any other designs, drawings and/or offers, provided and/or shown in the offer, all in the most general sense, shall continue to vest in the seller.
    • Without the written consent of the seller, the models, images, and measurements, and/or any other designs, drawings and/or offers, provided and/or shown by it prior to or in the offer may not be copied, disclosed to third parties, or used, for reference or advertising purposes, or in any other way whatsoever.
  • For each violation of the provisions of the foregoing paragraph, the purchaser shall forfeit to the seller a penalty in the amount of EUR 5,000 for each day that the violation continues, all to a maximum of EUR 50,000 for the duration of the violation, without prejudice to the seller’s right to claim full compensation of all damage suffered and to be suffered as a result (including costs and interest).
    • As a result of payment of damages as described in the foregoing paragraph, title and intellectual property rights shall not pass to the purchaser, nor shall any licence be granted to the purchaser in that respect.

Article 5 OFFERS

  • All prices offered are net, exclusive of turnover tax and other surcharges, and based on performance during normal business hours, unless offered otherwise in writing.
    • All offers made by the seller shall be without engagement and may be revoked at any time. This provision may also apply if the offers set a term for acceptance. They shall not be binding on the seller and shall constitute an invitation to place an order only.
    • Any models, images and measurements shown, attached or communicated in offers shall provide a general representation of the items offered and/or services or work to be performed, or the envisaged repairs and/or alterations. Such information shall not form part of an agreement between the seller and the purchaser, and the purchaser cannot derive any rights from it.
    • The seller reserves the right to make minor changes to its products and services or work, to the extent not resulting in any material change to the essence of what had been agreed between the parties, without any liability on the seller’s part to pay any compensation or entitlement on the purchaser’s part to suspend its obligations under an agreement, including the payment obligation and the obligation to take prompt delivery of the products or to give the seller the opportunity to commence performance of the services or work.
    • The essence of what had been agreed shall particularly be taken to mean the technical and aesthetic design of the products.
    • In the event that no agreement has been concluded between the seller and the purchaser, the seller shall be entitled to require that the purchaser returns the offer to the seller within seven (7) days of the purchaser’s decision not to purchase, together with the models, images and measurements, and/or other designs, drawings and/or offers, provided and/or shown in the offer, in the most general sense.
    • The prices offered shall be the prices prevailing on the day of issue of the offer. Any price changes occurring after such day, on any basis whatsoever, including as a result of increases in material prices, or other cost factors, prices of auxiliary materials and raw materials, costs of electricity consumption, costs of components purchased by the seller from third parties, wages, salaries, social insurance contributions, government levies, freight or insurance costs, including price increases of materials and components as a result of a decrease or increase in value of the euro or any other currency, or as a result of any other circumstances changing the basis of the seller’s pricing, may, in principle, be reasonably passed on by the seller, at the seller’s discretion, to the purchaser.
    • If the purchaser acts in the course of a profession or business, Articles 6:227b (1) and 6:227c of the Netherlands Civil Code [Burgerlijk Wetboek – BW] shall not apply.

Article 6 RESPONSIBILITY FOR THE PRODUCT/SERVICE

  • The seller shall be responsible for the sound condition of the product offered for sale by it or the performance of the services or work offered by it.
    • In the offer the seller shall not accept responsibility for any design worked out by the purchaser or by third parties on its behalf, or for any specifications of measurements, sizes, and materials provided with such design. The foregoing provision shall also apply to any services or work performed by the purchaser or by third parties on its behalf, for purposes of the performance by the seller of the services or work.
  • In no event shall the seller accept responsibility for any components or information provided by the purchaser itself and/or for any employees engaged by the purchaser in the performance of the services or work.

Article 7 CONCLUSION OF THE AGREEMENT               

  • An agreement shall be concluded by the purchaser’s written or oral communication to the seller, or a representative duly appointed by the seller, that the purchaser wishes to purchase the relevant product (or service), in the broadest sense.
    • Any orders accepted by representatives, or repair and/or alteration assignments accepted by them, shall be binding on the seller, provided that the seller shall have five (5) days to notify the purchaser in writing that it cannot execute the order or assignment, or cannot execute it without changes.
    • If the unchanged execution of an order or assignment received through a representative is impossible due to circumstances that the representative could not reasonably be aware of, the order or assignment shall be deemed to have been cancelled, unless the seller and the purchaser still reach agreement.
    • Any changes or cancellations of orders and assignments issued, irrespective of the party issuing such orders or assignments, shall not be valid until approved by the seller in writing.

Article 8 TERMINATION

  • In the event that the purchaser fails, or fails punctually or properly, to perform the obligations ensuing for it from any agreement entered into with the seller under these general terms and conditions, as well as in the event of suspension of payment, attachment, an application for a moratorium on payment, bankruptcy order or liquidation of the purchaser or its business, or in the event that the purchaser loses legal capacity or in the event of the purchaser’s death, the seller shall be entitled to terminate the agreement, or any part thereof yet to be performed, without any notice of default or judicial intervention being required, and to repossess any items supplied by it, to the extent not yet paid for, without prejudice to its right to claim compensation of any lost profits or other damage sustained by it as a result of the foregoing.
    • In the foregoing situations any claim that the seller may have against the purchaser shall be immediately due and payable, without any notice of default being required.
    • Orders may not be cancelled by the purchaser, save with the seller’s approval. If the purchaser refuses to take delivery of the products purchased by it or to give the seller the opportunity to commence performance of the services or work, the purchaser shall be in default, and the seller shall be entitled, pursuant to the provisions of Article 17 (“Default”), to dissolve the agreement or to claim performance, as well as to claim full reimbursement of costs, damage, and interest.
    • Likewise, assignments for the performance of repair work and/or alteration services cannot be cancelled by the purchaser. If the purchaser refuses to receive any items altered on its instructions, the seller shall be entitled to retain the altered items and, at its option, to claim performance or dissolution of the agreement, as well as full reimbursement of costs, damage, and interest, in accordance with the provisions of Article 17 (“Default”) below, for all of which it shall be entitled first to take recourse against the items retained or altered by it.

Article 9 TERM OF DELIVERY

  • The term of delivery commences as soon as the agreement has been formed and all information required for commencement of performance of the agreement is in the seller’s possession.
    • The purchaser shall promptly communicate to the seller all information with respect to which the seller indicates that it is required or with respect to which the purchaser should reasonably understand that this is required for the performance of the agreement. The purchaser shall warrant the correctness and completeness of such information, even if it was provided through or by third parties, and warrants that, to the best of its knowledge, it provided all information essential to performance of the agreement.
  • The term of delivery, duration of the repair work, or the performance period with respect to the services or work to be performed shall be an estimate only and shall in no event be construed as a strict deadline. Delivery shall be effected at the agreed location and on the agreed conditions.
    • If the term of delivery is exceeded, the purchaser shall, in principle, not be entitled to any penalty and/or damages or termination of the agreement. After a term of delivery is exceeded by at least twelve (12) weeks, the purchaser may give the seller written notice of default by registered letter, granting a final (reasonable) term for delivery. If delivery does not take place as yet within the term set, the purchaser shall be entitled to dissolve the agreement, unless the seller is affected by force majeure. In no event, however, shall the purchaser be entitled to any penalty and/or damages.

Article 10  PERFORMANCE OF THE WORK

  1. Unless agreed otherwise in writing, in the event that the seller is to put the products purchased in the actual possession of, or to hand-deliver such products to, the purchaser, on pain of forfeiture of damages, costs, and interest, the purchaser shall ensure that the location where the relevant products purchased by the purchaser are to be put in actual possession, or to be hand-delivered, or (any other location) where delivery is to be effected, is such that damage, in any form or way whatsoever, or theft will be avoided. In the event of performance of services or work, the purchaser shall, on pain of forfeiture of damages, costs, and interest, arrange all such required rooms and facilities as the seller may deem necessary for or conducive to the performance of the agreement, which shall meet all statutory and other requirements to be set in that respect.

Article 11 FORCE MAJEURE

  1. The seller shall not be bound to perform any obligation under any agreement if unable to do so as a result of force majeure.
    1. For purposes of this article, “force majeure” shall be taken to mean any circumstances which, by their nature, render performance of an agreement impossible or onerous and/or disproportionally expensive to such an extent that the seller can, in all reasonableness, no longer, or not immediately, be required to perform the agreement.
    1. In any event force majeure shall include but not be limited to:
  • insurgency, terrorism, revolution, rebellion, civil war, or action by military or paramilitary troupes or people’s militias, and similar situations;
  • riot, uprising, disturbance of the peace, and lock-out by staff of the seller or third parties engaged by the seller, and similar situations;
  • an incident involving war ammunition, explosive material, ionizing radiation, or radioactive contamination, to the extent not the result of the use by the seller of such ammunition, explosives, radiation or radioactivity, and similar situations;
  • natural disaster, such as earthquake, flooding, hurricane, typhoon, stroke of lightning, volcanic activity, or epidemic, and similar situations;
  • government measures and similar situations;
  • third-party obstructions and similar situations;
  • transport problems (harbour, truck and airplane problems), including delays on national borders, and similar situations;
  • unforeseen technical complications and similar situations;
  • qualitative rejection by the seller of the products to be supplied;
  • stagnation due to time lost through frost and other weather influences;
  • the fact that the seller does not, or not punctually or properly, receive a third-party performance that is important to the performance to be rendered by the seller, and similar situations.
  1. The seller shall notify the purchaser in writing within thirty (30) days of occurrence of the circumstances constituting force majeure, stating the reasons of its reliance on force majeure. The notice referred to in the foregoing sentence shall in any event include (1) the obligations that the seller will be unable to perform due to the situation of force majeure; and (2) the period of the situation of force majeure as expected by the seller.
    1. If the situation of force majeure has continued for a period exceeding ninety days, the seller shall be entitled to terminate the agreement by dissolution with immediate effect, without any judicial intervention being required. In such event the purchaser shall not be entitled to any damages.
    1. In no event shall the purchaser be entitled to dissolve the agreement, unless (1) the purchaser can demonstrate that earlier performance is essential to its business operations; and (2) moreover, that the situation of force majeure is not likely still to end in the foreseeable future (30 days). In such event dissolution shall be effected in writing within five (5) days of expiry of the period referred to in paragraph 5 and the purchaser shall compensate the seller’s damage as a result of dissolution.
    1. For the duration of the situation of force majeure, the seller shall take all such reasonable measures as may be necessary to end the situation of force majeure, or to limit the adverse effects thereof for the purchaser to the extent possible. The seller shall notify the purchaser of the measures referred to in the foregoing sentence.
    1. As soon as the situation of force majeure has ended, the seller shall notify the purchaser, stating in any event the time at which the seller shall resume delivery.
    1. If, upon occurrence of the situation of force majeure, the seller had already partially performed its obligations or can only partially perform its obligations, it shall be entitled to invoice the part already delivered and/or the part to be delivered separately, and the purchaser shall be under the obligation to pay the relevant invoice as if it were a separate agreement.

Article 12 RISK

  1. Unless declared otherwise by the seller in writing, the risk of the products and the services or work performed shall pass to the purchaser upon hand-delivery of the products to the purchaser or upon completion of the services or work, or of delivery of the products at the destination, as set forth in Article 10 above.
    1. If delivery cannot take place at the time set, for no fault of the seller’s, the products shall be stored at the expense and risk of the purchaser.
    1. In the event of payment arrears on the part of the purchaser with respect to any instalment, the seller shall be entitled to store the products at the expense and risk of the purchaser and to postpone provision of the products, services or work until all overdue instalments will have been paid.

Article 13 RETENTION OF TITLE

  1. Title to all products, recommendations issued, or materials supplied and processed in the course of the work shall not pass from the seller to the purchaser until the purchaser has performed all its payment obligations, including those with respect to contract extras, additional costs, and interim price increases, even if security had been provided for payment.
    1. As long as the purchaser has not performed the foregoing payment obligations, the purchaser shall not be entitled to grant third parties a right of pledge or non-possessory pledge in respect of the products, recommendations, or materials, provided by the seller, or to borrow money on or rent out such products, or in any way or by any title whatsoever surrender control thereof, save as provided in paragraph 3 of this article. In the event of attachment of the delivered products by a third party, on any ground whatsoever, the purchaser shall immediately notify the seller in writing.
    1. As long as the purchaser has not paid the debts referred to above, the purchaser may use, process or resell the products in the normal course of its business, provided that, until such time as the purchaser has fully paid the products, the seller shall take the purchaser’s place in respect of the latter’s rights vis-à-vis its buyer or buyers. The said rights shall expressly include all claims against such buyers. The purchaser hereby, now for then, assigns such rights to the seller, which assignment the seller hereby accepts now for then.
  1. If the purchaser fails to perform its obligations or if there is a reasonable fear that it will not do so, the seller shall be entitled to remove or cause the removal of the products, materials or recommendations provided subject to the retention of title as referred to in paragraph 1 of this article from the purchaser or from any third parties. The purchaser shall be under obligation to render all assistance in this respect, on pain of forfeiture of a penalty equal to 15% of the (invoice) amount due by it per day or part of a day.
    1. The purchaser undertakes, on the seller’s demand:
  2. to take out and maintain insurance for the products and materials provided subject to retention of title against fire, explosion or water damage and against theft, and to submit the relevant insurance policy for inspection by the seller;
  3. to pledge all claims that the purchaser may have against insurance companies with respect to the products and materials provided subject to retention of title to the seller in accordance with Section 3:239 BW or any other applicable law;
  4. to pledge the claims that the purchaser may acquire vis-à-vis its buyers upon reselling of the products and materials provided subject to retention of title to the seller in accordance with Section 3:239 BW or any other applicable law;
  5. promptly to provide a statement of the names and addresses of all third parties to which it has resold the products and materials provided by the seller subject to retention of title, as well as of all rights that it has acquired in respect of such resale vis-à-vis the relevant third parties.
    1. If, after demand by the seller, the purchaser continues to fail to render its assistance as referred to in paragraph 5 above, it shall forfeit an immediately payable penalty equal to 25% of the outstanding claim against the purchaser, as well as an immediately payable penalty equal to 5% of the outstanding claim for each subsequent day during which the purchaser’s default continues, without prejudice to any of the seller’s other rights.

Article 14 PAYMENT

  1. All payments prior to or upon each partial delivery (or upon delivery of the repaired and/or altered product or service) shall, without any discount or setoff, be effected at the offices of the seller, either in cash or by guaranteed bank cheque, or to a clients’ or other account to be designated by the seller.
    1. The seller reserves the right, if so desired for any reason whatsoever, to require payment in advance, a Letter of Credit or immediate payment in cash, before proceeding to delivery or further delivery, performance of the repair and/or alteration work, or performance of services or work. Security shall be provided by a bank of good standing and in accordance with the uniform rules of the International Chamber of Commerce (ICC) in Paris applicable to the relevant type of security (such as the “ICC Uniform Rules for Demand Guarantees” and the “ICC Uniform Customs and Practice for Documentary Credits”). In the event of failure by the purchaser in this respect, the seller shall be deemed to have performed its obligation to deliver or perform by offering the products, services or work to the purchaser against simultaneous payment, or by returning them to the extent relating to an assignment for repair and/or alteration not yet performed and not yet commenced.
    1. Payments by transfer shall not be deemed effected until the amount due has been credited to the seller’s account.
    1. In the event of failure on the part of the purchaser to pay any instalment ultimately within fourteen (14) days of the due date, the purchaser shall be in default, without any notice of default being required.
    1. All amounts and rates due may be indexed annually, based on the increase in the cost-of-living index for all households as published by Statistics Netherlands [CBS] (2006=100). The seller reserves the right to change its rates on an annual basis as well.

Article 10 WARRANTY      
The seller warrants as follows.

  1. The product is complete and fit for its intended purpose, if that purpose has been communicated to it or ensues from the nature of the product.
    1. The product is entirely in accordance with the requirements set forth in the agreement and/or offer, the specifications, drawings, measurements, quantities, and/or other documents provided by the seller, without prejudice to the provisions of Article 5.4 above, and without prejudice to the provisions of Article 15.5 below.
    1. The product is of sound quality and is free from errors in design, material and/or workmanship. Moreover, any agreed services or work shall be performed by the seller to the best of its knowledge and ability and in accordance with the requirements of good workmanship. In no event, however, shall there be any obligation to produce a certain result.
    1. The product, service or work at least conforms to the relevant applicable statutory and government requirements.
    1. The seller expressly does not give any warranties with respect to synthetic or glass parts.
    1. If the assignment refers to any technical, safety, quality and/or other requirements not attached, the purchaser shall be deemed to be aware of such requirements, unless it promptly notifies the seller otherwise. In such event the seller shall arrange that such requirements are sent to the purchaser.
    1. The products delivered by the seller, or the repairs or alterations made to products, either supplying materials or otherwise, shall be warranted only in accordance with a warranty statement to be provided by the seller, as well as to the extent that its supplier, in its turn, is voluntarily prepared to compensate the seller under the warranty provision granted.
    1. Any third-party items shall be supplied only subject to the warranty provisions of the relevant third parties, which the seller shall provide to the purchaser on demand.
    1. Any warranty claims shall expire if the purchaser modifies or processes the products delivered, or makes any changes to them without the seller’s consent, or improperly uses, or causes third parties improperly to use, the products delivered.  

Article 16 COMPLAINTS

  1. Any complaints shall be communicated to the seller in writing, stating arguments, within eight (8) days of delivery or completion, after expiry of which term complaints shall no longer be accepted.
    1. In the event of return shipment without the cooperation of the seller, the purchaser shall not be authorised to suspend its payment obligation. Any such return shipments shall be at the expense and risk of the purchaser.
    1. The purchaser shall indemnify the seller against any third-party claims in respect of damage suffered by such third parties as a result of use of the products purchased by the purchaser from the seller or services or work performed by the seller, in the broadest sense, or on account of acts or omissions on the part of the purchaser, its staff or any others engaged by it in the use of the product, in the broadest sense.
    1. Save in the event of wilful misconduct or gross negligence attributable to the seller, any loss of or damage to purchased by the purchaser from the seller upon actual delivery shall be at the purchaser’s expense.
    1. In the event that the seller deems a third-party investigation of complaints filed within the term set necessary, the purchaser hereby grants its consent in advance.
    1. In the event of justified complaints, the seller shall be under an obligation only still to deliver the missing items, to replace the products delivered, or to take back the products and credit the purchaser for the relevant invoice amount. In no event shall the seller be under any obligation to reimburse any other costs, or pay damages and/or interest.    
    1. The provisions as set forth in the foregoing paragraphs of this article and/or in accordance with the other articles hereof shall not release the purchaser from its other liability under the law.

Article 17 DEFAULT           

  1. The purchaser shall be in default by the mere failure to perform the payment obligation described in Article 14 in accordance with the procedure described in further detail in said article, or if the purchaser fails, or fails punctually or properly, to perform any other obligation under the agreement with the seller, without prejudice to the seller’s other rights to claim damages. In the event of deferred payment or payment in several instalments subsequently agreed between the parties, the purchaser shall be in default by the mere expiry of one agreed payment instalment, without any notice of default being required.
    1. The purchaser’s default shall entitle the seller, without any notice of default or judicial intervention being required, unilaterally to declare, by simple written notice to the purchaser, that the agreement is dissolved and to reclaim any goods not, or not fully, paid, without prejudice to its entitlement to reimbursement of costs, damages, and interest.
    1. Without prejudice to the foregoing provisions of this article, in the event of default, the seller shall be entitled, at its option, to claim performance by the purchaser of the agreement made or dissolution thereof, in either situation subject to reimbursement of costs, damage, and interest, if any.
    1. From the time of occurrence of the default as described in the foregoing paragraphs, and without any demand or notice of default being required, the applicable statutory interest rate shall be due to the seller by the purchaser.
    1. If the purchaser is in default as described in Article 17.1, the seller shall remain entitled to charge the full amount of administration, legal (judicial and extrajudicial) and other costs involved with collection of the unpaid invoice, all subject to a minimum of at least 15% of the unpaid invoice.

Article 18 SUSPENSION

  1. In the event that the seller has suffered damage as a result of attributable failure or wrongful act on the part of the purchaser, the seller shall be entitled to suspend any obligation under the relevant agreement, or any subsequent agreements, with respect to which the parties are not in dispute, without any interest being due, until the damages have been decided on by the competent court or arbitrator or in mutual consultation.

Article 19 DISPUTES

  1. Any agreements to which these general terms and conditions apply, as well as the general terms and conditions themselves, shall be governed by the laws of the Netherlands, with the exclusion of the Convention on International Sales of Goods 1980.
    1. Any disputes as a result of or in connection with the agreements with a purchaser having its registered office within the European Union (with the exception of Denmark), to which these general terms and conditions apply, or the relevant conditions themselves, and the interpretation or performance thereof, either of a factual or of a legal nature, shall be submitted to the competent court in Utrecht, the Netherlands, to the extent that mandatory law does not dictate otherwise. To the extent that any such disputes are the result of agreements with a purchaser having its registered office outside the European Union, or in Denmark, such disputes shall be decided by arbitration in accordance with the Arbitration Rules of the International Chamber of Commerce (“ICC”) in Paris, France. The place of arbitration is Utrecht and the arbitration proceedings shall be conducted in the English language. The Chairman of the ICC shall, at his own discretion,  appoint one (1) or three (3) arbitrators, provided that he shall consider the interest of the matter in relation to the arbitration costs to be incurred. 

Article 20 LIMITATION OF THE SELLER’S LIABILITY

  • Any liability of the seller to the purchaser shall be limited to performance of the seller’s obligations as described in Articles 15 and 16.             
    • In no event shall the seller be liable for any damage as a result of use of the products by the purchaser or by third parties, unless due to a defect for which the seller is liable on account of failure to comply with the warranties issued.
    • In no event shall the seller be liable for any indirect damage, including damage suffered by third parties or lost profits.
  • Furthermore, the seller shall not be liable for any damage relating to constructions or materials required by the purchaser or materials directly or indirectly provided to the seller by the purchaser or by third parties on the purchaser’s instructions, or the purchaser’s share in the work.
    • If and to the extent that, despite the provisions of this article, the seller is still liable on any basis whatsoever, such liability shall be limited to the amount of the net invoice value of the products, services or work that caused the damage, provided that the seller’s liability shall at all times be limited to a maximum amount of EUR 250,000 (in words: two hundred and fifty thousand euros) per agreement.
    • The purchaser shall indemnify the seller against any third-party claims, by any title whatsoever, that may arise in connection with products delivered by the purchaser to such third parties, unless it is established in court that such claims are the result of product liability and the purchaser also demonstrates that it is not to blame in any way whatsoever.

Article 21 CONFIDENTIALITY

  • The purchaser shall strictly keep confidential all such information as may, directly or indirectly, orally, in writing and/or electronically, come to its knowledge in the course of the relevant agreement with the seller in respect of the seller’s business operations, in the broadest sense, including information on requirements, models and drawings.
    • For the mere violation of the foregoing, the purchaser shall forfeit to the seller an immediately payable penalty in the amount of EUR 10,000, without prejudice to the seller’s rights to claim full damages.

Article 22 FINAL PROVISIONS

  • The purchaser shall not assign all or part of its rights and obligations ensuing for the seller from any agreement entered into by it with the seller to any third parties without the seller’s prior written consent.
    • In the event that these general terms and conditions are translated, the Dutch text shall prevail in the event of conflict.
    • These general terms and conditions are subject to amendment by the seller. Any such amendments shall take effect on the effective date announced, save with respect to agreements entered into prior to such date. The seller shall send the purchaser the amended conditions in good time. If no effective date has been communicated, amendments shall take effect vis-à-vis the purchaser as soon as it has been notified or has taken cognizance of the amendment, save with respect to agreements entered into prior to such date.
    • These general terms and conditions may be referred to as “General Terms and Conditions of the private companies with limited liability Sola B.V. and Sola Airline Cutlery B.V.”.