Terms and conditions
Terms and Conditions version 1.0 2019
Sense Company B.V.
J. Asselbergsweg 62
5026 RR Tilburg
Registration number Chamber of Commerce for Brabant: 17263443
ARTICLE 1: APPLICABILITY, DEFINITIONS
1. These terms and conditions apply to all offers and agreements of purchase, sale, lease and user agreements, all rental agreements as well as all agreements to perform work by Sense Company BV, established in Tilburg, hereinafter referred to as "Sense Company".
2. The buyer or tenant or client will hereinafter be referred to as "the other party". If in the following a provision specifically relates to the situation in which the other party is a natural person who does not act in the exercise of a profession or business, he/ she will be referred to as "the consumer".
3. Provisions that deviate from these terms and conditions will only form part of the agreement concluded between the parties if and insofar as the parties have explicitly agreed on them in writing.
4. In these general terms and conditions, “written” is also understood to mean: by e-mail, fax or any other form of communication that can be equated with these according to generally acceptable standards.
5. The term “goods” in these general terms and conditions means: all scent, movement, light, sound and image equipment, as well as all related products and materials, in the fullest sense of the word, that Sense Company sells, leases or hires out.
6. The possible non-applicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
7. If, at any time, Sense Company does not require compliance with agreed agreements between the parties, this does not affect the right of Sense Company to demand compliance later on.
8. The other party may not rely on the fact that the general terms and conditions have not been handed over if Sense Company has already submitted the same general terms and conditions to the other party on previous occasions and has referred to them.
ARTICLE 2: AGREEMENTS
1. Verbal agreements are binding on Sense Company only after they have been confirmed in writing by Sense Company or as soon as Sense Company, with the consent of the other party, starts implementing them.
2. Additions or changes to the general terms and conditions or other changes or additions to the agreement will only become binding after written confirmation by Sense Company.
ARTICLE 3: OFFERS, QUOTATIONS
1. All offers, quotations, price or rate lists etc. of Sense Company are valid for 30 days. If a quotation or offer contains a non-binding offer and this offer is accepted by the other party, Sense Company has the right to revoke the offer within 2 working days of receiving the acceptance.
2. The prices and/ or rates applied by Sense Company as well as the prices and/ or rates stated in the offers, quotations, price lists and the like, are subject to typing and/ or printing errors, excluding VAT and all costs. These costs may include transport costs, administration costs and declarations from engaged third parties. All this, unless explicitly stated otherwise in writing.
3. A composite quotation does not oblige Sense Company to deliver part of the goods included in the offer or quotation or to perform part of the work included in the offer or quotation at a corresponding part of the price.
4. Prices and/ or rates in quotations are based on information provided by the other party upon request or order. If this data is subsequently changed, this can have consequences for the prices and/ or rates.
5. Offers, quotations and prices do not automatically apply to repeat orders and new orders.
6. If the acceptance of the other party deviates from the offer, Sense Company is not bound by it. No agreement has been concluded, unless the parties have explicitly agreed otherwise in writing.
7. Examples and models shown and/ or provided, as well as specifications of dimensions, capacities and other descriptions in brochures, promotional material and/ or on the Sense Company website are as accurate as possible, but only indicative. No rights can be derived from this, unless the parties have explicitly agreed otherwise in writing.
8. The examples and models referred to in the previous paragraph remain the property of Sense Company at all times and must be returned at the first request of Sense Company, unless the parties have expressly agreed otherwise in writing.
9. Sense Company has the right to charge the costs associated with the offer or quotation to the other party, provided that Sense Company has informed the other party in advance of these costs in writing.
10. a. If between the date of conclusion of the agreement and the implementation of the agreement changes are made by the government and/ or trade unions concerning wages, employment conditions or social insurance, etc., Sense Company is entitled to pass on the increases to the other party. Should a new price or rate list provided by Sense Company and/ or third parties and/ or suppliers engaged by Sense Company come into effect between the aforementioned dates, Sense Company is entitled to charge the prices or rates stated therein to the other party.
b. For the agreement concluded with the buyer, price increases may be charged or passed on 3 months after the conclusion of the agreement. In case of price increases within a shorter period than 3 months, the buyer is entitled to terminate the agreement.
ARTICLE 4: THIRD PARTY INVOLVEMENT
If and insofar as the proper execution of the agreement requires, Sense Company has the right to have certain deliveries made by third parties. All this at the discretion of Sense Company.
ARTICLE 5: OBLIGATIONS OF THE OTHER PARTY
1. The other party must ensure that:
a. any data required for the implementation of the agreement will be made available to Sense Company in a timely manner and in the form desired by Sense Company;
b. the goods on which the work must be performed are at the disposal of Sense Company;
c. Sense Company gains access to the location where the work is to be performed during the previously announced working hours. The location must meet the legal safety requirements and other government regulations;
d. the information carriers, electronic files, software and the like provided by the other party to Sense Company are free of viruses and/ or defects;
e. the third parties engaged by the other party perform the work or effectuate the deliveries in such a way and on time that Sense Company is not impeded by this and does not experience any delay in the execution of the agreement;
f. Sense Company is notified within a reasonable period of time but at least within 48 hours before the date on which the work would commence under the agreement if Sense Company cannot perform its work at the agreed time. In the unlikely event that this does not happen, Sense Company is entitled to charge costs for this;
g. Sense Company has sufficient time at its disposal for the supply, storage and/ or removal of materials and aids;
h. the location where the work must be carried out is free from surplus materials and the like;
i. Sense Company, for the execution of the work, has connection options for any energy source required, such as electricity, gas, water and the like. The energy costs are for the account of the other party. Lost working hours as a result of temporary or long-term failure of the required energy sources are at the expense of the other party;
j. at the location where Sense Company and/ or the third parties engaged by Sense Company must perform work within the framework of the performance of the agreement, the other facilities reasonably required by Sense Company and/ or the aforementioned third parties are present, without any costs for them;
k. third parties who - whether or not for the performance of work - are present at the location where the work is being performed, cannot cause damage to the goods of Sense Company;
l. there is adequate insurance for the risks that may arise from the performance of the agreement;
m. the location where equipment, materials and the like of Sense Company must be stored is of such a quality that theft and damage in whatever form and way cannot take place.
2. The other party shall ensure that the information to be provided is correct and complete. The other party indemnifies Sense Company for the consequences arising from incorrect and/ or incomplete data.
3. Sense Company will treat the information provided by the other party confidentially and will not provide it to third parties without the other party's permission.
4. The other party is liable for loss of and/ or damage to the goods, materials, tools and machines and the like that Sense Company has stored with the other party during the performance of the work.
5. The risk of the goods that are under the guardianship of Sense Company due to the work to be carried out, remains with the other party. The other party is obliged to have and keep properly insured the goods that are in repair or are being maintained and that are under the guardianship of Sense Company for the execution of any lease agreement.
6. If the obligations referred to in this article are not met on time, Sense Company is entitled to suspend the execution of the agreement until the other party has met these obligations. The costs in connection with the delay incurred, or the costs for performing additional work or other consequences arising therefrom are for the account and risk of the other party.
ARTICLE 6: DELIVERY, DELIVERY TIMES
1. Specified periods within which the goods must be delivered, or the work must have been carried out, can never be considered as strict deadlines, unless the parties have explicitly agreed otherwise in writing. If Sense Company fails to meet its obligations under the agreement or fails to do so in time, it must therefore be given written notice of default.
2. In the event of delivery or performance of the work in parts, each delivery or phase is considered to be a separate transaction and can be invoiced per transaction by Sense Company.
3. The risk concerning the delivered goods is transferred to the other party at the time of delivery. In the context of these general terms and conditions, delivery is understood to mean: the moment at which the goods to be delivered leave the premises, the warehouse or the store of Sense Company or are available for collection by the other party.
4. Contrary to paragraph 3 of this article, in the context of these general terms and conditions, delivery is understood to mean: the moment at which the goods are actually available to the consumer.
5. Sending or transporting the ordered goods takes place in a manner to be determined by Sense Company, but at the expense and risk of the other party. All this, unless the parties have explicitly agreed otherwise in writing.
6. If it appears to be impossible to perform the work or to deliver the goods to the other party or if the goods are not collected for a reason attributable to the other party, Sense Company reserves the right to deliver the goods and/ or store the materials purchased for the performance of the agreement at the expense and risk of the other party. After storage, a period of 1 month applies within which the other party must enable Sense Company to still perform the work or deliver the goods or within which the goods must be collected. All this, unless Sense Company has expressly set a different term in writing.
7. If the other party also fails to meet its obligations after the period referred to in paragraph 7 of this article, the other party is in default and Sense Company has the right to dissolve the agreement in whole or in part, in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay compensation for damage, costs and interest. Sense Company is then entitled to sell the goods and/ or materials to third parties.
8. The foregoing does not affect the other party's obligation to pay the agreed or stipulated or payable price, as well as any storage and/ or other costs.
9. Sense Company is entitled - with regard to the fulfilment of the other party's financial obligations - to demand payment in advance or a security from the other party before proceeding with the delivery or commencing work to be performed.
ARTICLE 7: PROGRESS, IMPLEMENTATION OF THE AGREEMENT
1. Sense Company cannot be obliged to commence the execution of the work or the delivery of the goods until all necessary information is in her possession and she has received any agreed (advance) payment. In the event of delays caused by this, the specified delivery/ completion times are adjusted proportionally.
2. If the work or the deliveries cannot be carried out normally or without interruption due to causes beyond the control of Sense Company, Sense Company is entitled to charge the resulting costs to the other party.
3. If, due to the other party, Sense Company or third parties engaged by Sense Company cannot start the agreed work, Sense Company is entitled to charge the other party for waiting hours and/ or the resulting costs.
4. If during the execution of the agreement it appears that it is impracticable, either as a result of circumstances unknown to Sense Company or due to force majeure, Sense Company will consult with the other party about changes to the agreement in such way that the implementation of the agreement will be possible. Sense Company will thereby inform the other party about the possible consequences for the agreed prices and/ or the agreed delivery times. All this unless the implementation of the agreement as a result of unknown circumstances or force majeure will not be possible. If this happens, Sense Company is, in any case, entitled to full compensation for work or deliveries already performed by Sense Company.
5. All expenses incurred by Sense Company at the request of the other party are entirely for the account of the latter, unless the parties have expressly agreed otherwise in writing.
ARTICLE 8: PACKAGING
1. Packaging, not intended for single use, in which the goods are delivered, remains the property of Sense Company and may not be used by the other party for purposes other than those for which it is intended.
2. Sense Company is entitled to charge the other party a deposit for this packaging. Sense Company is obliged to take back this packaging, at the price charged to the other party. All this, provided that the packaging is returned, freight paid, within a period determined by Sense Company after the delivery date or at a time agreed by the parties.
3. If packaging is damaged, incomplete or lost, the other party is liable for this damage and his right to reimbursement of the deposit will lapse.
4. If the damage referred to in paragraph 3 of this article is higher than the deposit charged, Sense Company is entitled not to take back the packaging. Sense Company can then charge the packaging to the other party at cost price, minus the deposit already paid.
ARTICLE 9: VARIATIONS IN CONTRACT WORK
1. Variations in contract work must be agreed orally or in writing between Sense Company and the other party and confirmed in writing if necessary.
2. Settlement of variations in contract work takes place:
a. in the event of changes to the original assignment;
b. in the event of unforeseeable cost increases or reductions and deviations from deductible and/ or estimated quantities.
3. Settlement of variations in contract work takes place at the time of the settlement, unless the parties have explicitly agreed otherwise in writing.
ARTICLE 10: DELIVERY, APPROVAL AND MAINTENANCE PERIOD
1. If the agreement (also) relates to the performance of work, Sense Company is obliged to inform the other party that the agreed work has been completed and the installed good is ready for use.
2. The work is deemed to have been delivered in accordance with the agreement if the good has been made available for use by the other party, the other party has checked the work and the delivery statement or work order has been signed for approval by the other party.
3. The work is also deemed to have been delivered in accordance with the agreement if the other party - as far as possible - has started using the good or has not submitted a complaint to Sense Company within a period of 2 weeks after the aforementioned notice that the work has been completed and is ready for use.
4. Work not yet performed or work not yet completed by third parties, engaged by the other party, which influence the proper use of the good, have no influence on the delivery of the work performed by Sense Company that has been agreed with the other party.
5. Minor defects that can be easily repaired in a maintenance period agreed between the parties shall not be a reason for withholding approval, provided that these defects do not prevent a possible utilization. In the event that the parties have not agreed a specific maintenance period, a maintenance period of 30 days after delivery applies. Sense Company is obliged to repair defects that occur during the maintenance period at the expense of Sense Company (or have them repaired) as soon as possible.
6. If after the delivery referred to in this article the other party still finds defects, imperfections and the like with regard to the delivered work, the provisions of article 11 of these general conditions apply to these defects, imperfections and the like.
ARTICLE 11: CLAIMS AND COMPLAINTS
1. The other party is obliged to inspect the goods immediately upon receipt. Any visible damages, errors, imperfections, defects and/ or deviations in numbers must be noted on the bill of lading or the accompanying voucher and immediately, but at the latest within 7 days after receipt of the goods, be reported to Sense Company.
2. Other complaints - including complaints regarding the work performed - must be reported in writing to Sense Company immediately after discovery. All consequences of not immediately reporting are at the risk of the other party. The claims or complaints must in any case be reported to Sense Company within 7 days of delivery.
3. If the aforementioned claims or complaints have not been made known to Sense Company within the periods referred to therein, the goods are deemed to have been received in good condition or the work has been performed in accordance with the agreement.
4. Claims or complaints do not suspend the payment obligation of the other party.
5. Sense Company must be enabled to investigate the complaint.
If for the investigation of the complaint a return shipment appears to be necessary, or if it appears necessary that Sense Company is given the opportunity to investigate the complaint on the spot, the costs thereof will only be for the account and risk of Sense Company if the latter has previously given his explicit written consent.
6. In all cases, return shipment will be executed in a manner to be determined by Sense Company and in the original wrapping or packaging.
7. If, after delivery, the nature and/ or composition of the goods is changed, have been fully or partially modified, processed or damaged, any right to claim will lapse.
8. In the event of justified complaints, the damage will be settled under the provisions of article 12.
ARTICLE 12: LIABILITY AND WARRANTY
1. Sense Company performs its duties as may be expected of a company in its industry, but does not accept any liability for damage, including death and personal injury, consequential damage, business damage, loss of profits and/ or stagnation damage, which results of acts or omissions of Sense Company, its staff or third parties engaged by Sense Company, unless mandatory legal provisions oppose this.
2. The limitations of liability included in this article do not apply if the damage is due to intent and/ or deliberate recklessness on the part of Sense Company, its management and/ or its management staff.
3. Without prejudice to the provisions of the other paragraphs of this article, the liability of Sense Company, for whatever reason, is limited to the invoice amount of the goods delivered or the work performed.
4. Without prejudice to the provisions of the other paragraphs of this article, in the case of an agreement or assignment with a duration of more than 6 months, the liability is further limited to the amount of the fee due over the last 6 months.
5. Without prejudice to the provisions of the other paragraphs of this article, liability is at all times limited to a maximum of the amount to be provided by the insurer of Sense Company in the appropriate case, insofar as Sense Company is insured for this.
6. If there are visible errors, imperfections and/ or defects in the materials used in the execution of the work or in the delivered goods that must have been present at the time of delivery, Sense Company undertakes, at her option, to repair or replace them free of charge.
7. Sense Company guarantees the usual normal quality and reliability of the delivered; however, its actual life span can never be guaranteed.
8. Warranty only applies to normal use, normal circumstances, and only for the use the good is intended, unless the parties have explicitly agreed otherwise.
When using the materials required for the implementation of the agreement, Sense Company relies for the properties of these materials on the information provided by the manufacturer of these materials. If the materials or goods supplied by Sense Company are provided with a guarantee by the manufacturer, that guarantee will apply equally to the parties. Sense Company will inform the other party about this.
10. Sense Company does not provide any warranty on materials prescribed by the other party or parts etc. and/ or previously used (second hand) materials or parts etc. which have been used for the repair or maintenance.
11. The other party that loses its rights vis-à-vis Sense Company is liable for all damage and indemnifies Sense Company against any claim from third parties with regard to compensation if and to the extent that:
a. the aforementioned damage was caused by incompetent use of and/ or instructions, advice or instructions for use from Sense Company and/ or improper storage of the delivered goods by the other party;
b. the aforementioned damage is caused by errors, incompleteness or inaccuracies in data, materials, data carriers and the like that have been provided and/ or prescribed to Sense Company by or on behalf of the other party;
c. the aforementioned damage was caused by instructions from or on behalf of the other party to Sense Company;
d. the aforementioned damage has arisen because the other party itself or a third party has carried out repairs or other operations or work on the delivered goods on the instructions of the other party, without the prior written permission of Sense Company;
e. the aforementioned damage occurred after emergency repairs were carried out.
ARTICLE 13: PROVISIONS REGARDING THE LEASE OF GOODS
1. This article applies to every agreement concerning leasing, or agreements in which a lease element occurs, concluded between Sense Company and the other party and relating to all goods offered to lease by Sense Company.
2. The lease period, the lease price, a possible different cancellation scheme and specific agreements with regard to the goods to be leased are stated in the lease agreement.
3. Sense Company is entitled to set a deposit that must be paid by the other party before the start of the lease period. Any interest on the deposit is not reimbursed.
4. The other party must check the leased goods for defects upon receipt. The other party must report any defects to Sense Company as quickly as possible - but no later than within 24 hours after receipt of the leased goods. If no report of defects is made, the goods are deemed to have been received in good condition.
5. Delays that occur during loading, unloading, transport and/ or installation work that cannot be attributed to Sense Company, as well as repairs that are the result of negligence on the part of the other party are also included in the lease period.
6. The other party is obliged to keep the leased goods in good condition during the lease period and is responsible for damage that occurs during the lease period.
7. The other party is not permitted to make changes to the leased goods other than with the prior permission of Sense Company.
8. Defects to the leased goods, as well as damage and loss or theft, must be reported to Sense Company in writing without delay, stating all the details.
9. Repair of damage or defects may only be carried out by or with the express prior written permission and at the direction of Sense Company.
10. Sense Company is authorized to check the condition of the leased goods and the way in which they are used during the lease period. The other party must ensure that Sense Company or its authorized representative is granted access to the leased goods.
11. The other party is obliged, after the end of the rental period, to return the leased goods in the condition as they were received by the other party - subject to normal depreciation and wear in connection with normal use, etc. - and return it in the packaging in which it was delivered.
12. If the other party is unable to return the leased goods to Sense Company for any reason whatsoever, the other party owes Sense Company a compensation to be determined by Sense Company, amounting to the replacement value of the leased goods.
13. For any delay in the return of the goods after the expiry of the agreed lease period, the other party owes a reasonable fee to be determined by Sense Company, without prejudice to Sense Company's right to full compensation.
14. The other party has the right to be present at the inspection after the leased goods have been returned. Any costs of, among other things, repairing the defects that are necessary in order to return the leased goods to the condition as they were received by the other party - except for normal depreciation and wear due to normal use, etc. - will be borne by the counterparty. All this, without prejudice to Sense Company's right to compensation for damage and other costs.
The other party must in any case insure the leased goods during the term of the lease for the usual risks, such as for example; damage, loss and destruction of the leased goods. If the leased goods are lost or irreparable damage is incurred, the other party owes a compensation to be determined by Sense Company, amounting to the replacement value of the leased goods.
16. Sense Company is not liable vis-à-vis the other party or third parties for damage caused by the use, by the other party, her staff, or third parties engaged by her, unless the damage is the result of intent and/ or deliberate recklessness on the part of Sense Company, her management and/ or management staff.
17. The other party indemnifies Sense Company against claims from third parties, which claims arise from (the use of) the goods made available by Sense Company through lease.
18. The leased goods remain the property of Sense Company at all times. The other party is not permitted to grant any rights to third parties concerning the leased goods. The other party is therefore also not permitted to sublet the leased goods or to hand them over to third parties, whether or not against a payment.
19. In the event of seizure of the leased goods, including seizure on fiscal grounds, or if there is good reason to fear that this will happen, the other party must report this to Sense Company without delay. Furthermore, the other party must inform the attaching party immediately that the leased goods are the property of Sense Company.
20. The other party is forbidden to dispose of the leased goods in any other way than as holder for Sense Company and must at all times prevent third parties from expecting or giving the impression that they are authorized to have a more extensive control over the leased items.
21. The lease agreement is dissolved with immediate effect without judicial intervention and without any notice of default and/ or demand being required at the moment the other party:
- is declared bankrupt;
- applies for (provisional) suspension of payment;
- is affected by enforceable seizure;
- is placed under guardianship or administration;
- offers its debtors an extrajudicial agreement;
- otherwise loses the decision-making power or legal capacity to his or her assets or parts thereof.
ARTICLE 14: PAYMENT
1. Payment must be made within 14 days after the invoice date, unless the parties have explicitly agreed otherwise in writing. In the absence of payments: Sense Company is entitled, without any announcement, to block access to the scent portal after 30 days. After 35 days she is entitled to turn off the scent machines and after 40 days to hand over the claim to a designated collection agency.
2. If an invoice is not paid in full after the expiry of the period referred to in paragraph 1:
a. the other party will owe Sense Company statutory interest on the principal sum for a delay;
b. the other party, after being advised by Sense Company, will owe a minimum of € 40 for extrajudicial costs;
c. Sense Company has the right, for each payment reminder, warning and the like sent to the other party, to charge an amount of at least € 5.00 for administration costs to the other party. Sense Company will state this in the agreement and/ or on the invoice.
d. If, despite a warning from Sense Company, the other party fails to meet the claim within the specified period, Sense Company will hand over the claim to its bailiff. The costs for engaging the bailiff are entirely for the account of the other party.
3. In previous or corresponding circumstances, the agreement may be wholly or partially dissolved, at the discretion of Sense Company, without further notice of default or judicial intervention, whether or not combined with a claim for compensation.
4. If the other party has not fulfilled its payment obligations on time, Sense Company is authorized to suspend the fulfilment of the obligations towards the other party for delivery and/ or lease or the execution of work until payment has been made or proper security has been provided for this. The same applies even before the moment of default if Sense Company has a reasonable suspicion that there are reasons to doubt about the creditworthiness of the other party. Sense Company is entitled then to ask the customer to pay in advance.
5. Payments made by the other party always first serve to settle all interests and costs owed and subsequently to settle the invoices that have been outstanding the longest, unless the other party explicitly states in writing that the payment relates to a later invoice.
6. a. If the other party, for whatever reason, has one or more counterclaims on Sense Company, the other party waives the right to a settlement. The aforementioned waiver of the right to set-off also applies if the other party applies for (provisional) suspension of payment or is declared bankrupt.
b. The provisions under a. of this paragraph do not apply to agreements with the consumer.
ARTICLE 15: INTELLECTUAL PROPERTY RIGHTS
1. Sense Company is and remains entitled to all intellectual property rights that rest on or are related to the works produced by Sense Company, or the goods delivered by Sense Company and the underlying documents produced by Sense Company, etc. All this, unless the parties have explicitly agreed otherwise in writing.
2. The exercise of the rights referred to in the previous paragraph of this article are expressly and exclusively reserved to Sense Company both during and after the execution of the agreement.
3. By providing data to Sense Company, the other party declares that no copyright or any other intellectual property right of third parties is being breached and indemnifies Sense Company in and out of court against all consequences, both financial and other, that (may) arise from this.
ARTICLE 16: RETENTION OF TITLE
1. Sense Company retains ownership of the goods delivered and to be delivered until the time that the other party has fulfilled its related payment obligations towards Sense Company. Those payment obligations consist of the payment of the purchase price, plus claims with regard to work performed in connection with that delivery, as well as claims with regard to possible compensation for failure to fulfil obligations on the part of the other party. In the case of Full Operational Lease Agreements, the scent equipment remains the property of Sense Company at all times, even after the final term of the agreement has been paid. After any termination of this agreement, Sense Company is entitled to retrieve the scent equipment at any time.
2. Goods subject to a retention of title may only be resold by the other party in the context of normal business operations.
3. In the event that Sense Company invokes the retention of title, the relevant agreement shall be deemed terminated, without prejudice to Sense Company's right to claim compensation for damage, loss of profit and interest.
4. The other party is obliged to immediately inform Sense Company in writing of the fact that third parties are asserting rights on goods subject to a retention of title pursuant to this article.
5. The other party is obliged, up to the time at which it has fulfilled all its payment obligations towards Sense Company, to keep the goods subject to retention of title carefully and as recognizable property of Sense Company.
6. The other party must insure and keep insured the goods that have been delivered under retention of title during the period that the retention of title rests on them. The other party must make the policy of this insurance available for inspection at the first request of Sense Company.
ARTICLE 17: PROPERTY
1. Until the other party has fully complied with its related payment obligations to Sense Company, the other party is not authorized to:
a. give the goods as security to third parties;
b. establish a possession-free pledge on the property;
c. to bring the goods for storage under the actual power of one or more financers.
2. If the other party acts contrary to the previous paragraph, this will be regarded as an attributable shortcoming on his part. In such a case, Sense Company can, without being obliged to give any notice of default, suspend its obligations under the agreement or terminate the agreement, without prejudice to Sense Company's right to compensation for damage, lost profit and interest.
ARTICLE 18: RIGHT OF RETENTION
1. Sense Company is authorized to suspend the delivery of the goods ordered as well as the returned goods from the other party that fall under the management of Sense Company for maintenance or repair, if and as long as:
a. the other party does not or does not fully paid the costs of the work on the goods;
b. the other party does not or does not fully paid the costs of previous work performed by Sense Company on the goods;
c. the other party does not or does not fully paid other claims arising from the contractual relationship with Sense Company.
2. Sense Company is never liable for any damage - of any nature whatsoever - that results from the right of retention exercised by it.
ARTICLE 19: BANKRUPTCY, LACK OF POWER OF DISPOSITION, etc.
1. Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the other party and Sense Company will be dissolved without judicial intervention and without any notice of default being required, at the moment the other party:
a. is declared bankrupt;
b. applies for a (temporary) suspension of payment;
c. is affected by enforceable seizure;
d. is placed under guardianship or administration;
e. otherwise lost the power of disposition or legal capacity with regard to its assets or parts of it.
2. The provisions of paragraph 1 of this article apply, unless the liquidator or administrator acknowledges the obligations arising from the agreement as liquidation assets.
ARTICLE 20: FORCE MAJEURE
1. In the event of force majeure, Sense Company is entitled to terminate the agreement or to suspend the fulfilment of its obligations towards the other party for a reasonable period of time without being obliged to pay any compensation.
2. Force majeure in the context of these general terms and conditions is understood to mean: a non-attributable shortcoming on the part of Sense Company, of the third parties or suppliers engaged by her or any other serious reason on the part of Sense Company.
3. If there is a circumstance of force majeure at the moment the agreement is partially executed, the other party is obliged to fulfil its obligations towards Sense Company up to that moment.
4. Circumstances in which there will be force majeure include war, riot, mobilization, domestic and foreign civil unrest, government measures, strike and exclusion by employees or the threat of such circumstance, disruption of existing currency ratios at the time of entering into the agreement, business disruptions due to fire, natural phenomena, weather difficulties, roadblocks etc. that cause transport difficulties and delivery problems, accidents or other incidents.
ARTICLE 21: DISSOLUTION, CANCELLATION, TERMINATION
1. a. The other party waives all rights to dissolve the agreement pursuant to article 6:265 et seq. Of the Dutch Civil Code or other legal provisions, unless mandatory legal provisions dictate otherwise. All this applies subject to the right to cancel or terminate the agreement under this article.
b. The provisions in sub a. of this paragraph do not apply to the agreement with the consumer.
2. In the context of these general terms and conditions, cancellation means: the termination of the agreement by one of the parties before the start of the implementation of the agreement.
3. In the context of these general terms and conditions, termination means: the termination of the agreement by one of the parties after the start of the implementation of the agreement.
4. In the event that the other party cancels or terminates the agreement, it owes Sense Company a fee to be determined by Sense Company. The other party is obliged to compensate Sense Company for all costs, damage and loss of profit. Sense Company is entitled to fix the costs, damage and lost profit and, at its option and depending on the work or deliveries already performed, to charge at least 30% of the agreed purchase or contract sum or at least 50% of the agreed lease sum to the counterparty. The other party is also obliged to purchase the goods already ordered for the execution of the agreement insofar as these do not belong to the normal trade goods of Sense Company.
5. The other party is liable vis-à-vis third parties for the consequences of the cancellation or termination and indemnifies Sense Company in this regard.
6. Amounts already paid by the other party will not be refunded.
7. All agreements without cancellation will be tacitly renewed for the same affiliated period.
8. A cancellation period of 3 full calendar months applies.
ARTICLE 22: APPLICABLE LAW/ COMPETENT COURT
1. The agreement concluded between Sense Company and the other party is exclusively governed by Dutch law. Disputes arising from this agreement will also be settled under Dutch law.
2. Contrary to the provisions of paragraph 1 of this article, the property consequences of a retention of title for goods intended for export will be governed by that right, if the legal system of the country or state of destination of the goods is more favourable for Sense Company.
3. Any dispute will be settled by the competent Dutch court, albeit that Sense Company has the power to bring a case before the competent court in the place where Sense Company is established, unless the sub-district court has jurisdiction.
4. For disputes with the "consumer" applies that, within 1 month after Sense Company has informed him that the case will be submitted to the court in the defendant's place of residence, the consumer can indicate that he chooses to settle the dispute by the legally competent court.
5. With regard to disputes arising from the agreement concluded with a counterparty established outside the Netherlands, Sense Company is entitled to act in accordance with the provisions of paragraph 3 of this article or - at its option - to submit the disputes to the competent court in the country where the other party is established.