Filed with the Dutch Chamber of Commerce under number 28059940
Deposited with the Chamber of Commerce and Industry for Amsterdam on February 1, 2015

Article 1. Applicability
1.1. These general terms and conditions apply to all offers and quotations from Van Rossum Facilities B.V., hereinafter also referred to as “VRF”, as well as to all agreements between VRF and the other party (as described below), on the basis of which VRF supplies and/or rents one or more products and/or performs certain tasks and/or services for the other party.

1.2. The services and tasks referred to in paragraph 1 include, among others, the provision of rigging, computer, office, audio, video, and lighting facilities for radio, television, and theatre productions, as well as for concerts, conferences, product presentations, and (corporate) events, all in the broadest sense of the word (hereinafter: “productions”), as well as support in organizing such productions, including the development of an overall concept, a creative concept, preparation of the full production, technical production, direction of the production, and project management.

1.3. The other party as referred to in paragraph 1 is the legal or natural person who has entered into or wishes to enter into an agreement with VRF regarding the commissioning of VRF to supply and/or rent one or more products and/or to perform tasks and/or services, partially described in paragraph 2.

1.4. The term “goods” within these terms refers to hardware and/or software and everything that may be the object of an agreement, taking into account the business activities of VRF.

Article 2. Offers/Quotations
2.1. The quotation is based on information provided by the other party. The other party warrants that all information essential to the design and execution of the assignment has been provided to VRF.

2.2. All offers and quotations from VRF are valid for 14 business days from the date of the quotation unless a different validity period has been agreed upon in writing. This does not affect VRF’s right to modify or withdraw the quotation within that period due to circumstances beyond its control, including price increases or the unavailability of the labor and materials required to carry out the assignment, as well as increases in taxes and other charges passed on to the other party. The agreement is concluded only once the other party has accepted the assignment in writing, unless VRF has already commenced execution.

2.3. If no agreement results from a quotation prepared by VRF for the other party, the other party shall owe VRF a fee for the hours spent beyond four hours, based on a rate of €75 excluding VAT. VRF will inform the other party in advance of the expected number of hours.

2.4. All arrangements or commitments made prior to the acceptance of the assignment shall lapse unless they are reconfirmed upon acceptance.

2.5. Unless explicitly agreed otherwise in writing, installation or assembly is not included in any offers from VRF.

2.6. All drawings and data provided with an offer, such as dimensions, weights, capacities, and quantities, are compiled as accurately as possible. These are only binding to the extent explicitly confirmed by VRF. Detailed specifications are not required to be provided.

2.7. VRF assumes that all goods will be delivered in standard versions and that all work can be performed in the usual manner. Any special requirements or conditions must be communicated in writing and in sufficient detail to VRF beforehand. VRF will then state in the offer to what extent such conditions have been taken into account.

2.8. VRF reserves the right to reject assignments and/or orders without giving reasons.

Article 3. Agreement
3.1. An agreement with VRF is concluded only when a quotation is accepted by the other party within its validity period or when VRF has already commenced execution. The content of the quotation and the confirmation as referred to in Article 2.2 are deemed to accurately and fully reflect the agreement. If a project proposal or description has been drawn up and accepted by both parties, it will form part of the agreement.

3.2. Any subsequent changes or additional agreements, including those made by VRF personnel, are only binding if confirmed in writing by VRF.

3.3. If the agreement concerns the provision of services and/or goods or the availability of technical staff for a series of productions, it is assumed that a separate production agreement is concluded for each production.

3.4. Every agreement is subject to the condition precedent that, at the sole discretion of VRF, the other party is deemed financially sound enough to meet the agreement.

3.5. VRF may at any time, before or during performance, require sufficient security from the other party for fulfilling payment and other obligations. If the other party does not comply, VRF may immediately claim the full amount due or terminate the agreement without judicial intervention, without prejudice to VRF’s right to compensation.

3.6. VRF may at any time, before or during performance, request an advance payment equal to costs already incurred or up to 75% of the agreed or estimated price of the goods and/or services.

Article 4. Cancellation
4.1. Cancellation of an agreement by the other party is only possible in writing before the start of service performance and/or delivery of goods. In such case, the following cancellation fees apply: More than 12 weeks before: 10%, Between 12 and 8 weeks: 40%, Between 8 and 4 weeks: 80%, Less than 4 weeks: 100%.

Article 5. Amendments to the Agreement
5.1. If the other party wishes to make substantial changes or additions after the agreement is concluded, including additional services or extension of the service period, the resulting extra costs will be communicated in writing in advance. Upon approval of these costs by the other party, the agreement will be amended accordingly, and the changes will be signed before implementation. These additional services/products will be invoiced and paid in accordance with Article 24.

5.2. Contrary to paragraph 1, no substantial changes may be made within two weeks prior to the start of the agreed work or delivery.

Article 6. Prices
6.1. All price quotations are subject to change unless otherwise agreed in writing. VRF may increase the agreed price if price-determining factors change.

6.2. Unless stated otherwise, prices are based on the costs applicable at the date of the quotation or order, such as purchase prices, wages, social charges, transport, insurance, etc., based on delivery “ex works.” Prices are exclusive of VAT, import duties, government taxes, packaging, loading/unloading, transport, and insurance. Prices are in euros unless stated otherwise. Exchange rate fluctuations after the quotation affecting foreign currencies are for the account of the other party.

6.3. VRF is entitled to index labor costs and charge them accordingly.

6.4. If any of the cost factors mentioned increase between the date of the quotation and the date of delivery or commencement, the total price will be adjusted accordingly, in accordance with legal provisions.

6.5. All quoted rates are provisional. If unforeseen extra or heavier work is required, or work needs to be done at unusual hours, or is delayed by the project (without VRF’s fault), VRF is entitled to charge these extra costs.

Article 7. (Delivery) Time and Delivery
7.1. The (delivery) time refers to the term specified in the agreement within which the goods must be made available to the other party, or, if agreed, the term within which certain services must be provided and/or work must be carried out.

7.2. Any statement concerning (delivery) time is always an estimate, unless explicitly agreed otherwise in writing.

7.3. The agreed (delivery) time will be extended by one day for each day that VRF has not received all necessary data and/or equipment from the other party, or if payment (if required upfront) has not been made, or if the requested security or advance payment under Article 3.6 has not been provided. This is without prejudice to the fact that the lack of data or equipment may result in a greater delay than the number of days they were missing. The other party is fully liable for this additional delay. VRF will attempt to minimize any delay.

7.4. VRF is obligated to adhere to the stated delivery time as much as possible but shall not be liable for any reasonable exceedance thereof.

7.5. Exceeding the stated delivery time—if reasonable in light of the agreement and circumstances caused by the other party—does not entitle the other party to compensation or dissolution of the agreement or to refuse delivery.

7.6. Unless agreed otherwise, delivery takes place “ex works/warehouse” of VRF.

7.7. Partial deliveries are always permitted. VRF may invoice partial deliveries separately. The other party must pay according to the provisions of Article 24.

7.8. If goods are not collected after the agreed delivery time, they will be stored by VRF at the expense and risk of the other party. If the goods are not collected for more than 30 days, VRF will charge storage fees comparable to professional storage providers.

7.9. Minor deviations in dimension, color, capacity, shape, or packaging of delivered or rented goods shall never be a reason for the other party to dissolve the agreement, suspend payment, or claim damages.

7.10. The other party is obliged to inspect the goods and packaging upon receipt for both quantity and quality. Any shortages or damages must be reported in accordance with Article 9.

7.11. If services are performed earlier than agreed at the request of the other party, any additional associated costs (e.g., for storage or maintenance) will be borne by the other party. VRF will provide a specification of such costs.

Article 8. Rental
8.1. Rental agreements between VRF as lessor and the other party as lessee are also governed by these general terms and conditions, unless explicitly stated otherwise in this article.

8.2. Where these terms refer to the “other party,” this should also be understood to include “lessee” where applicable.

8.3. In this article, “lessee” means any natural or legal person renting or otherwise being provided equipment by the lessor. The lessee is subject to the same obligations under these terms and conditions as the other party. “Equipment” includes all (electrical) devices in the field of rigging, audio, video, and lighting technology, musical instruments, and other items, including accessories, cables, packaging, etc., whether directly owned by the lessor or obtained from third parties.

8.4. The lessee shall only use the equipment for its intended purpose. The equipment must be treated with due care and stored securely. The lessee shall at all times allow the authorized representative of the lessor access to inspect the condition of the equipment.

8.5. The lessee is responsible for obtaining all necessary permits for the use of the rented equipment. If it turns out the lessee lacks the required permits, the lessor shall not be liable for any consequences.

8.6. In the event of theft, loss, or damage, the lessee shall immediately notify the lessor with a detailed written report. In case of theft or vandalism, the lessee must report this to the police and provide a copy of the official police report to the lessor.

8.7. The lessee shall not copy, disclose, or reveal to third parties any design or construction methods used by the lessor.

8.8. The lessee shall not sublet, lend, or otherwise make the equipment available to third parties.

8.9. The equipment is rented for a minimum period of one (1) day. The rental period begins on the day the equipment leaves the lessor’s warehouse and is received by the lessee, and ends on the day the equipment is returned to the agreed location, being the same warehouse unless otherwise agreed in writing.

8.10. The equipment is transported at the lessee’s expense and risk, using packaging provided by the lessor.

8.11. The equipment is deemed to have been delivered to the lessee in good condition. The lessee must verify this at the time of delivery. Any complaints must be reported to the lessor immediately so that the lessor can ensure proper condition prior to use. The lessee must return the equipment in the same condition as received. If return is not possible due to theft or loss, the lessee is liable for the resulting damage and must compensate the lessor. The lessee is also liable for any damage incurred during the rental period, regardless of fault. The lessee is assumed to be familiar with the operation of the equipment and has ensured the rented items meet their intended use. The lessor is not liable for damage caused by improper use. The lessee must cover the repair costs including transport. If repair is not feasible, the lessee must immediately pay the full replacement value.

8.12. The lessor does not insure the rented equipment. The lessee is required to insure the equipment based on its replacement value. This insurance obligation also applies to equipment obtained by the lessor from third parties and made available to the lessee.

Article 9. Complaints
9.1. VRF ensures that its services are executed carefully and that goods delivered are of sound quality. All goods, materials, and equipment used (whether directly or through third parties) meet applicable legal quality standards and bear a certification mark. Additionally, the equipment is inspected annually by an authorized body.

9.2. Complaints regarding delivered goods and services will only be handled by VRF if visible defects are reported in writing immediately after completion or delivery. Hidden defects must be reported as soon as they could reasonably have been discovered.

9.3. With regard to personnel made available by VRF: if technical personnel are assigned, VRF ensures they are competent to perform the tasks required. VRF will take into account the information provided by the other party and the qualifications of its personnel. However, selection remains solely at VRF’s discretion and is a best-effort obligation. If the other party believes an assigned employee is unsuitable, VRF must be informed with reasons within four hours. VRF will replace the employee if possible, but any additional travel and lodging costs will be at the other party’s expense.

9.4. For goods procured directly from third parties and used without modification, VRF only provides the warranties it has obtained from such third parties, subject to the same terms and conditions.

9.5. VRF’s liability in this context is limited to the amount recorded in its books for the goods or services subject to complaint.

Article 10. Repairs and Maintenance
10.1. The provisions in this article apply to goods submitted by the other party to VRF for repair and/or maintenance. They do not apply to repairs made under warranty for defects in goods delivered by VRF.

10.2. If the other party requests a cost estimate before repair, VRF will provide one to the best of its knowledge, without being bound to perform the repair for that amount. VRF never undertakes repairs at a fixed price.

10.3. If, after commissioning the repair, the actual costs significantly exceed the estimate, or the expected costs are disproportionate to the value of the item, VRF will consult the other party before proceeding. If such consultation cannot reasonably take place, VRF may halt repairs without being liable for any damages.

10.4. The other party must pay for repairs in cash unless otherwise agreed. The obligation to pay arises when the repaired item is made available. VRF may demand (partial) advance payment of the estimated cost before or at the time the agreement is concluded.

10.5. Repaired goods will be made available at VRF’s premises or warehouse. Upon collection, the other party must inspect the repair as thoroughly as reasonably possible. Complaints about repairs must be submitted in writing within 24 hours after availability. After this period, VRF is not liable for additional repairs or damages.

10.6. If the repaired item is not collected and paid for within 30 days, VRF is entitled to sell the item and transfer the proceeds (after deducting repair costs) to the other party, if their bank details are known.

10.7. VRF can only give an approximate indication of the repair duration. The other party may not suspend payment or claim damages due to any non-disproportionate delay.

10.8. Maintenance contracts may be concluded with a detailed description of the services. Unless agreed otherwise, they involve recurring tasks at a fixed price, which VRF will adhere to.

10.9. Replacement materials or items will only be made available to the other party if explicitly agreed in the repair or maintenance order.

10.10. Items submitted for or returned from repair remain at the risk of the other party while in VRF’s custody. VRF is not liable for loss or damage not attributable to its own fault and is not obliged to insure these items.

Article 11. Transport
11.1. If the other party instructs VRF to ship goods without specific directions, VRF may choose the method of shipment and packaging as a prudent merchant.

11.2. Goods are always transported at the other party’s risk, even in case of carriage-paid delivery, and even if shipping documents state that all transport damage is at the sender’s expense and risk.

Article 12. Goods
12.1. All goods delivered by VRF, unless sold and transferred in ownership to the other party under the agreement, remain the property of VRF and/or its suppliers or subcontractors. Damage to or loss of such goods caused by the other party or by persons for whom it is liable, including guests or employees, must be compensated by the other party at replacement value, without prejudice to VRF’s right to full compensation.

Article 13. Insurance
13.1. The other party guarantees that any location it designates for work by VRF is adequately insured against fire.

13.2. The other party also guarantees that building insurance has been taken out for that location.

13.3. The other party must ensure that the location’s contents are adequately insured. VRF is never liable for damage to the contents, except in cases of intent or gross negligence on the part of VRF.

Article 14. Intellectual and Industrial Property Rights
14.1. All intellectual and industrial property rights regarding VRF-organized events, products, and/or concepts — including but not limited to names, logos, and promotional materials — remain with VRF. The other party is not allowed to disclose, reproduce, or otherwise use them.

Article 15. Permissions and Licenses
15.1. The other party must obtain proper licenses and permissions to publicly perform or reproduce music, and is responsible for paying any royalties, including (but not limited to) fees to BUMA/STEMRA and similar organizations. The other party shall indemnify VRF from third-party claims relating to intellectual property rights.

15.2. The other party is also responsible for acquiring any necessary municipal permits.

15.3. The other party must comply with all conditions attached to permits granted to VRF, such as maximum allowed decibel levels.

Article 16. Reputation
16.1. Both parties and their personnel or clients shall refrain from actions or behaviors that could damage the reputation of the other party or their products/services. This includes, for example, productions with erotic content or drug-related themes. In case of doubt, prior consultation is required.

Article 17. Transfer of Rights and Obligations
17.1. Without prior written consent, the other party may not transfer any rights or obligations under the agreement to third parties. Such consent is generally granted if the third party is a 100% subsidiary of the same group, unless substantial reasons oppose it.

Article 18. Liability (partial)
18.1. VRF is only liable for direct damages incurred by the other party resulting from agreements under which VRF supplies or rents products and/or performs services, as specified in these terms. The amount of compensation shall never exceed the insurance payout, if and to the extent the liability is covered by VRF’s insurance. If not covered, liability is limited to 50% of the net invoice value of the relevant work and/or products. VRF is not liable for any indirect damage, third-party claims, loss of profits, consequential damage, or delay damages. In case of a continuing agreement, compensation shall never exceed 50% of the invoiced or invoiceable amount (excluding VAT) over the relevant sub-agreement period.

18.2. Subject to the other provisions of these general terms and conditions, VRF is not liable for damage caused by improper use of the delivered goods or by use for a purpose other than what the goods are objectively suitable for.

18.3. In the event of an attributable failure to perform the agreement, VRF is only obliged to pay substitute compensation, i.e., compensation for the value of the performance that did not occur. VRF is not liable for any additional damage, including any indirect damage referred to in paragraph 1 of this article.

18.4. VRF shall not be liable for any damage resulting from delays in delivery or performance due to changed circumstances caused by the other party, or due to the provision of incomplete cooperation, information, or materials.

18.5. In the event of unlawful acts by VRF, its employees, or subordinates for which VRF is legally liable, VRF is only liable for damage caused by willful misconduct or gross negligence.

18.6. Liability for other forms of unlawful acts is explicitly excluded.

18.7. A prerequisite for any right to compensation is that the other party reports the damage to VRF in writing as soon as reasonably possible. Any legal claim expires one (1) year after the end or completion of the relevant agreement, unless the underlying cause could not reasonably have been discovered. In that case, the claim expires one year after the discovery or the moment it reasonably should have been discovered.

18.8. The other party guarantees that it has obtained permission from copyright holders to include third-party copyrighted material in its production and to have it recorded by VRF on audio, video, or data carriers.

18.9. The other party indemnifies VRF against any damage resulting from third-party claims related to goods or services provided by VRF, including but not limited to:
Claims by third parties (including VRF employees) who suffer damage in connection with execution of the agreement due to actions or negligence by the other party or unsafe conditions in its operations; Claims arising from defects in VRF products/services used, modified, or combined with products or services of the other party, unless the other party proves the defect is unrelated; All claims from copyright holders resulting from VRF’s execution of the other party’s instructions.

Article 19. Obligations and Liability of the Other Party
19.1. VRF determines the method of packaging, transport, security, and storage of the technical equipment it provides. The other party must follow VRF’s instructions. The other party is liable for any damage resulting from improper implementation of those instructions.

19.2. The other party must request VRF’s prior written permission for any use that deviates from standard operating conditions, especially if such use may lead to loss, damage, nuisance, personal injury, or death. If permission is not requested or granted, VRF may immediately suspend the provision of services until safe use is assured. This also applies if previously permitted use is later deemed unacceptable.

19.4. VRF may refuse such consent at its own discretion. Refusal does not entitle the other party to damages, cancellation of the agreement, or reduction of the agreed fee.

19.4. VRF is vrij om haar moverende redenen haar onder lid 2 van dit artikel bedoelde toestemming te weigeren. Een weigering geeft de wederpartij geen rechtop schadevergoeding en/of ontbinding van de overeenkomst, vermindering van de overeengekomen vergoeding of enige andere maatregel.

19.5. Even after consent, the other party remains fully responsible and bears the risk for use of the facilities. The other party is liable to VRF and third parties for all uninsured loss, damage, nuisance, injury, or death resulting from such use and indemnifies VRF.

19.6. Permissions, denials, and decisions as referred to in this article may be issued or made on VRF’s behalf by the authorized person present on site. If permission is denied, this will be confirmed in writing with motivation.

19.7. The other party may not use, sublet, lend, pledge, or otherwise transfer or encumber the provided/rented equipment for purposes other than agreed. Breach of this clause entitles VRF to immediate termination of the agreement and repossession of the equipment without notice or court order. The other party hereby grants VRF the right to access its premises for this purpose. The equipment must be returned in the same condition as received. If the condition is not documented, it is presumed to have been good.

19.8. If third parties assert rights to the provided or rented equipment, including seizure, the other party must immediately notify VRF.

Article 20. Assigned Personnel
20.1. If work is to be performed outside VRF’s premises, the other party must ensure the work can commence promptly, including making the worksite accessible for VRF personnel and materials. The other party must provide sufficient power supply, lighting, and, if needed, lifting equipment or scaffolding. The other party is liable for any delay caused by failure to meet these conditions or those in Article 7.

20.2. VRF may subcontract third parties to fulfill the agreement.

20.3. The other party must comply with the applicable collective labor agreement (CAO) for the personnel made available by VRF.

20.4. The other party is responsible for providing food and drinks to VRF’s on-site personnel. At minimum:
a. For work up to 4 hours: coffee/tea/soft drinks.
b. For work between 4 and 8 hours: coffee/tea/soft drinks, plus a meal (breakfast/lunch/dinner/night meal), based on the shift start time (breakfast by 08:00, lunch by 13:00, dinner by 18:00, night meal by 23:30).
c. For shifts of 10 hours or more: at least two full meals. If return travel is not feasible, the other party must provide hotel accommodation approved by VRF at their expense.

20.5. Meals must be nutritious. Microwave meals or fast food are not acceptable. If no or inadequate meals are provided, daily fees of €20 for breakfast/lunch and €30 for dinner per staff member will be invoiced. Time lost sourcing meals will also be charged. If production is delayed due to missing meals, VRF is not liable for related damages.

20.6. The other party may not assign different tasks to VRF personnel than agreed, nor change work times or locations without VRF’s consent.

20.7. The other party may not provide VRF’s personnel to third parties.

20.8. The other party must insure its liability under Articles 6:170 and 6:171 of the Dutch Civil Code regarding VRF personnel made available and maintain such insurance for the duration of assignment.

Article 21. Force Majeure
21.1. In the event of force majeure, VRF may suspend its obligations under the agreement or consider it fully or partially dissolved without being liable for any damages.

21.2. Force majeure includes, but is not limited to: civil war, risk of war, riot, flood, fire, strikes, blockades, excessive employee illness, transport issues, technical complications, company failures (by VRF or suppliers), and government measures such as import/export bans and quotas.

21.3. If VRF has partially fulfilled its obligations before the force majeure occurs, it may invoice the fulfilled part separately. The other party must pay as if it were a separate agreement.

21.4. VRF may invoke force majeure even if the cause arises after it was already obliged to perform.

Article 22. Warranty
22.1. Unless agreed otherwise in writing, VRF provides a 12-month warranty from delivery on new goods for material and manufacturing defects, provided the other party timely submits a complaint per Article 9.

22.2. VRF guarantees that all new goods delivered meet normal standards of usability, reliability, and durability, and that installation is done professionally and in compliance with regulations.

22.3. Repairs outside this warranty will be invoiced.

22.4. Warranty obligations lapse if goods are misused, used outside their intended purpose, repaired by third parties, altered, or if identification marks/seals are damaged or removed.

22.5. If the other party wrongly claims warranty, all inspection and related costs will be charged to them.

22.6. Warranties only apply if repair or related work is done within the Netherlands. For foreign work, reimbursement is limited to the equivalent Dutch cost.

22.7. Exceptions for used goods (occasions):
a. these are demonstration/showroom models or previously used goods.

Continuation of Article 22. Warranty
22.7. Deviations for second-hand equipment (occasions):
b. For used goods, only reasonable functionality at the time of delivery is guaranteed. No other liability is accepted.

Article 23. Retention of Title
23.1 VRF retains ownership of all goods delivered until the full purchase price has been paid. If the agreement includes services to be reimbursed by the other party, the retention of title remains until those obligations are also met. The reserved ownership also applies to any claim VRF may have against the other party for breach of obligations.

23.2. Until ownership transfers, the other party may not pledge or grant rights in the goods to third parties.

23.3. For goods that have become the other party’s property, VRF may request the other party to cooperate in establishing a lien under Article 3:237 of the Dutch Civil Code as security for any outstanding obligations.

23.4. Goods under retention of title must be stored with care and identified as VRF’s property.

23.5. The other party must insure the goods against fire, explosion, water damage, and theft, and provide proof upon request. Any insurance claims will be pledged to VRF as security under Article 3:239 of the Dutch Civil Code.

23.6. If the other party defaults or is deemed likely to default, VRF may reclaim the goods. The other party must cooperate with this upon request.

23.7. If the goods are reclaimed, VRF will credit the other party for the market value (up to the original price) minus reasonable repossession costs.

Article 24. Payment
24.1. After accepting the offer, the other party receives a 75% advance invoice 4 weeks before commencement. A second invoice for the remaining 25% follows 2 weeks prior. Payment terms are 14 days.

24.2. All invoices must be paid before the start of services or delivery.

24.3. Invoice complaints must be made immediately upon receipt or within 8 days if mailed. After this period, invoices are deemed accepted.

24.4. The other party may not set off any claims against VRF’s payment claims.

24.5. If payment is late, the other party owes 1.5% monthly interest without notice. Reasonable out-of-court collection costs will also apply, calculated as:
15% on the first €2,500 (min. €40),
10% on the next €2,500,
5% on the next €5,000,
1% on the next €190,000,
0.5% on the remainder (max. €6,775).

24.6. Payments first settle interest and collection fees, then oldest unpaid invoices, regardless of the other party’s payment reference.

24.7. If the other party:
files for bankruptcy or suspension of payment;
dies or is placed under guardianship;
ceases or transfers its business;
changes its corporate objective; or
fails to fulfill obligations,
then VRF may suspend or dissolve the agreement without legal intervention and claim damages.

24.8. If the other party is both creditor and debtor to VRF or any of its affiliates, VRF may apply set-off.

Article 25. Services and Advice
25.1. All advice from VRF is given to the best of its knowledge but without liability, including advice on third parties or materials to be used.

25.2. Advice from VRF does not relieve the other party of the obligation to independently assess the suitability of goods or data for the intended purpose.

Article 26. Confidentiality
26.1. Parties shall treat all information received during the agreement as strictly confidential.

26.2. Offers and documents created by or for VRF (e.g., designs, models, software) remain VRF’s property and may not be shared without written permission. This obligation extends to internal personnel not directly involved.

26.3. Confidential information includes:
a. Marked or clearly confidential oral/written information;
b. Product, marketing, customer, or company data;
c. Documentation, drawings, test data, specs, code, methods, technology, and development info;
d. Any copies thereof.

Article 27. Severability
27.1. If any clause is invalid, the remainder of the agreement remains in effect.

27.2. Parties shall replace invalid provisions with valid alternatives that reflect the original intent.

Article 28. Applicable Law and Jurisdiction
28.1. Dutch law exclusively governs all offers, agreements, and disputes between VRF and the other party.

28.2. Disputes not resolved amicably shall be submitted exclusively to the competent court in Amsterdam, unless mandatory law provides otherwise.

Article 29. Miscellaneous
29.1. Any partial amendment or waiver of these terms is only valid if agreed in writing.

29.2. Any general terms of either party are void upon signing this agreement.

29.3. This agreement and these terms constitute the entire agreement between the parties.

29.4. Appendices form an integral part of the agreement. In case of conflict, the agreement prevails over appendices.

29.5. The Dutch version of these terms prevails over any translations.