GENERAL TRADING CONDITIONS of Infinigate B.V.
These conditions are filed with the Ch. of Comm. under number 23061574.
1.1 In these general terms and conditions ('Conditions') the following terms have the following meaning:
a) General Terms and Conditions Third Parties: inter alia the terms of supply, licence terms, guarantee conditions and other conditions applied by third parties.
b) Infinigate: Infinigate B.V., with its registered office in Gorinchem;
c) Third Parties Products: all Products and Services delivered by INFINIGATE, the facilities ensurng therefrom and the work related thereto which originate from third parties and of which the intellectual property rights, industrial property rights and other rights are in principle vested in INFINIGATE;
d) Service: all work to be carried out by supplier (in this case INFINIGATE) on the basis of the Agreement, as well as all materials and results thereby produced, which are intended for Client;
e) End consumer: the third party to whom Client resells Products and/or Services originating from INFINIGATE, for the personal use of the end consumer;
f) Client: every natural person or legal entity who has assigned INFINIGATE to deliver Products and/or carry out Services or with whom INFINIGATE enters into an Agreement, or with whom INFINIGATE is in discussion or negotiations regarding the concluding of an Agreement;
g) Agreement: every agreement coming into effect between INFINIGATE and the Client, each alteration or addition thereto, as well as all (legal) acts for the preparation and for the performance of that agreement, also including Orders;
h) Order: every assignment from Client, in whatever form;
i) Product: all goods to be made available, to be delivered or delivered on the basis of the Agreement, or product to be equated therewith on the basis of generally prevailing opinion, including Software as well as the results of Services delivered by INFINIGATE for the benefit of Client;
j) Software: software for which INFINIGATE provides Client a right of use, or provides the right to sublicence specified rights of use to third parties.
2.1 The Conditions apply to all offers, legal relationships and Agreements on the matter of the delivery of Products and/or Services between INFINIGATE and Client.
2.2 Amendments of and addendums to any provision in an Agreement and/or these Conditions can only be agreed in writing.
2.3 If any provision of these Conditions and/or the Agreement is null and void or voided, then the remaining provisions of these Conditions and/or Agreement will remain unimpaired.
2.4 The applicability of purchase conditions or other terms and conditions of the Client is expressly rejected.
2.5 INFINIGATE is at all times entitled to amend or add to the Conditions. The amended Conditions will apply further, unless objection is made in writing against any amendments, within 30 (thirty) calendar days from the date of the amendment.
ARTICLE 3. Offers, coming into effect of Agreements and instructions and specifications of Products and Services.
3.1 All offers and other statements of INFINIGATE are without obligation, and have a period of validity of 30 calendar days, and do not bind it, unless INFINIGATE has expressly stated otherwise in writing. INFINIGATE has at all times the right to revoke an offer which has not been accepted.
3.2 Client guarantees the correctness and completeness of the measurements, requirements, specification of the performance and other data provided by or on its behalf to INFINIGATE, on which INFINIGATE bases its offer.
3.3 The Agreement coming into effect by the confirmation in writing of the Order by INFINIGATE. The placing of an Order and the confirmation thereof by INFINIGATE can take place electronically (for example through a website belonging to INFINIGATE, by email, or comparable technologies) or, if this has been agreed, in writing (by fax or letter). The Agreement is also deemed to have come into effect when INFINIGATE has initiated the performance thereof.
3.4 All statements by INFINIGATE of numbers, measurements, weights and/or other specifications of the Products and/or Services will only apply as an estimate. Minor deviations during derogations do not give any right to compensation or termination.
4.1 Termination of an Agreement is only possible with the concurrence of INFINIGATE. In case of termination Client will owe the loss of profit and the costs incurred by INFINIGATE with a minimum of 60% of the amount that Client would have owed during normal performance of the Agreement.
5.1 Prices made apparent by INFINIGATE in catalogues, or otherwise, are expressed in euro and excluding turnover tax and/or other taxes imposed by authorities. Costs of packaging, sending and insurance, import and export duties and excise, travel and subsistence expenses in the context of provision of Services, as well as all (other) duties or taxes imposed or given on the matter of any goods and services are on the account of Client.
5.2 After the coming into effect of an Agreement INFINIGATE will be entitled to increase the agreed prices in the event of, inter alia, but not limited to: interim increase and/or surcharges on freights, customs tariffs, goods and services rates, raw materials prices, taxes, wages or social security costs, interim increases applied by its supplier(s) and changes in the monetary ratios or other circumstances.
6.1 Unless expressly agreed otherwise in writing, payment of the invoice amounts must take place within 14 calendar days from the invoice date by transfer of the owed amount to the bank account of INFINIGATE.
6.2 Client does not have any entitlement to suspension or setoff.
6.3 Client will owe, without further notice of default, over all amounts which have not been paid no later than on the last day of the payment term, interest equal to 3% above the statutory commercial interest from that day. After the passing of each month the amount over which the interest will be calculated will have the interest owed over that month added to it.
6.4 Costs, judicial as well as the extrajudicial, for the collection of the amount owed and amount not paid in time, will be on the account of Client. The extrajudicial collection charges will be set at least at 15% of the outstanding amounts and will amount to at least € 250.-.
6.5 Every payment by Client will apply firstly to payment of the interest owed and then to payment of the costs related to the claim. Only after payment of these amounts will any payment by Client be applied to deduct from the outstanding claim(s) in the principal sum.
6.6 Any objections against invoices, specifications, descriptions and prices must be reported to INFINIGATE in writing stating reasons within 8 calendar days from the invoice date, in the absence of which Client will be deemed to have agreed to the entire invoice.
6.7 If at any time INFINIGATE has doubts and could potentially have doubts with regard to the creditworthiness of Client and/or in the event that Client has repeatedly not paid correctly or not in time, then INFINIGATE will be entitled prior to giving (further) performance, also for on-going Agreements, to require advance payment from Client for the purchase price and/or the licence fee and/or payment for Services to take place, or to require that Client furnishes proper security to the level of the amount which INFINIGATE may have to claim from Client, also included therein the cash on delivery conditions usual in the trade and conditions of documentary credit.
6.8 If Client is declared insolvent, applies for moratorium, is dissolved or liquidated, ceases its business operations, the company operated by him is transferred, or offers Client's creditors a private composition, or in another manner effects, or has effected, a rescheduling of debts, or if Client dies, is placed under a guardianship order, or loses in any other manner whatsoever the management over Client's assets, also if Client in any manner whatsoever does not fulfil Client's obligations towards INFINIGATE, then all amounts owed by Client to INFINIGATE will become forthwith due and payable and INFINIGATE will be entitled to terminate the Agreement, wholly or in part, without the requirement of any further notice of default, or judicial intervention for this purpose.
Delivery of Products.
7.1 INFINIGATE sells the Products by type and number as agreed in writing between parties, and Client buys in the same manner from INFINIGATE. Client will carry the risk of the selection of the Products bought. INFINIGATE retains the right to deliver in parts, in which case such deliveries will be deemed to be made pursuant to separate Agreements. Client is obliged to take receipt of the Products at the time of delivery. If Client does not take receipt, or not in a timely manner, Client will be in default without notice of default. In that case INFINIGATE will be entitled to store the Products to be delivered on the account and risk of Client, or to sell these to a third party. Client will continue to owe the purchase price, plus the interest and costs due by way of compensation, however reduced by the net proceeds of the sale to this third party where applicable.
7.2 The term of delivery stated by INFINIGATE for Products and/or period for the carrying out of Services is indicative and based on the circumstances applicable for INFINIGATE at the time of the concluding of the Agreement, and insofar as dependent on the performance of third parties, on the data provided by those third parties to INFINIGATE. The term of delivery and/or completion time will be observed by INFINIGATE as much as possible.
7.3 Client has no right to any compensation or payment in case of the exceeding of the term of delivery. In that case Client also has no right to termination or cancellation of the Agreement, unless the exceeding of the period is such that it cannot reasonably be expected of Client that Client will maintain (the part concerned of) the Agreement. In that case Client will be entitled, after notice of default containing reasonable further performance period, to terminate or cancel the Agreement by registered letter, however, only insofar as this is strictly necessary.
ARTICLE 8. Provision of Software and licence key to Client and/or End consumer.
8.1 When the Agreement provides for the delivery to Client of Software and the granting of permission to the Client for the further sublicencing of specified Software by Client to End consumers, INFINIGATE will provide the licence key, which enables the Client and/or the End consumer to download and use the Software, or if this is not possible, the Software and the licence key. As and when necessary the licence keys can also directly be made available by INFINIGATE and/or its suppliers to End consumers.
8.2 Client only has the right to the provision of a licence key for Software and/or Software after payment of the fee agreed for the permission for the use of the Software.
8.3 Client is responsible for maintenance of the licence key and the Software. In the event of loss, damage or theft of Software or the licence key, the Client will have the right to make this available at cost price. The previous two subclauses of this article apply mutatis mutandis.
8.4 Client will in case of further distribution of Products, including the licence keys, comply with all relevant statutory requirements related to the packaging, storage, sale, sending and export of the Products, and will also comply with all additional requirements related to product liability. In this context Client will inter alia ensure the acquiring in advance in a timely manner of the required export permits as referred to inter alia in EC Regulation No. 428/2009 of the Council of 5 May 2009 for the creation of a communal scheme for the inspection of the export, the transfer, the distributive trade and the transit of products for dual use.
8.5 Client indemnifies INFINIGATE irrevocably and fully for the absence on the part of Client of any permit(s) and/or other permission(s) required for any of the packaging, storage, sale, sending and export of the Products. Client acknowledges that INFINIGATE is entitled to report the delivery of specified goods to the relevant authorities. Client declares by entering into the Agreement to agree to this.
Duration, notice period and extension of licences.
9.1 The Agreement whereby INFINIGATE grants a right of use for Software is valid for the agreed period.
9.2 If the Agreement is terminated in the interim by one of the parties, then Client will at all times continue to owe all agreed payments over the period up to and including the date of actual termination. INFINIGATE is never obliged to repay, wholly or in part, any amounts already paid in advance, unless the law specifies otherwise.
9.3 Notice of termination by one of the parties can take place at any time by means of a registered letter to the address of the other Party, whereby at all times a notice period of three months must be observed.
9.4 No later than one month prior to the expiry of the agreed period Client and INFINIGATE will make contact with each other to review the conditions for the extension of any Agreement. If parties have not reached agreement about the new conditions prior to the expiry of the agreed period, the Agreement will terminate by operation of law by the expiry of the agreed period, unless other arrangements were made in the Agreement.
ARTICLE 10. Client and identification data.
10.1 Client will provide INFINIGATE with the address data of the third parties and of the End consumer(s) to whom Software or other Products of and/or through INFINIGATE are delivered. Client undertakes that INFINIGATE is free to make use of this data.
10.2 Client is personally responsible for the protection of the (personal) data which is sent or modified/processed by means of the Products and/or the Services of INFINIGATE. With regard to this (personal) data INFINIGATE can exclusively be deemed to be processor as referred to in the Personal Data Protection Act.
10.3 Client indemnifies INFINIGATE against all claims due to an infringement of personal privacy.
10.4 INFINIGATE will make identification data (including passwords and login codes) exclusively available to Client for the use of the Products by Client and/or an End consumer. Client will treat this identification data with care. In case of loss, theft and/or other forms of wrongful use Client will inform INFINIGATE thereof, so that parties can take suitable measures. As and when necessary the identification data can also directly be made available by INFINIGATE and/or its suppliers to End consumers.
10.5 Client is responsible and liable for costs caused by the use of the identification data, used and/or disseminated by Client and/or an End consumer. INFINIGATE is under no circumstances liable for the misuse and/or wrongful use of the identification data.
10.6 If it can reasonably be suspected that misuse or wrongful use is made of the identification data of Client and/or the End consumer, then INFINIGATE can give instructions to Client, which must be carried out immediately. If Client refuses to follow the reasonable instructions of INFINIGATE, then this will result in liability for compensation of Client vis-a-vis INFINIGATE for all damage suffered. Every refusal by Client to follow the reasonable instructions of INFINIGATE will provide INFINIGATE with the right to terminate the Agreement with immediate effect.
11.1 If INFINIGATE through a non-attributable failure ("force majeure") cannot fulfil its obligations towards Client; these obligations will be suspended for the duration of the force majeure situation.
11.2 If the force majeure situation has lasted 6 months, then both parties will have the right to terminate the Agreement in writing wholly or in part, without the requirement of any further notice of default or judicial intervention.
11.3 Force majeure includes every circumstance beyond the control of INFINIGATE, as a result of which the fulfilment of (the part concerned of) its obligations towards Client is prevented, delayed or made uneconomical, or as a result of which the fulfilment of these obligations cannot reasonably be expected from INFINIGATE.
11.4 Parties will inform each other as soon as possible of a (possible) force majeure situation.
Retention of title.
12.1 Products delivered by INFINIGATE, also including any designs, sketches, films, Software, (electronic) files etc., remain the property of INFINIGATE until Client has fulfilled its obligation under the Agreement on the basis of which the Product is delivered to Client.
12.2 The Client is not entitled to pledge the matters subject to the retention of title, nor encumber them in any other manner. 12.3 If third parties make an attachment upon the matters delivered subject to retention of title, or, as the case may be, wish to vest rights thereto or enforce these, Client will be obliged to inform INFINIGATE thereof as soon as can be reasonably expected.
12.4 Client undertakes to i) insure and keep insured the Products delivered subject to retention of title against fire, explosion and water damage, as well as against theft, and will provide the policy upon first request for inspection and ii) to take all useful measures to separate and keep separate these Products from the other goods present at the Client and to do (have done) all that is required to prevent mixing, accession, or specification.
12.5 In the event that INFINIGATE wishes to exercise its ownership rights stated in this article, the Client hereby already provides unconditional and irrevocable permission to INFINIGATE or to third parties to be appointed by INFINIGATE, to enter all locations where the property of INFINIGATE are and also to take these matters away.
Inspection and complaints
13.1 Any complaints regarding defects of the Products, or results of delivered Services attributable to material or production faults, as well as differences in amount, weight, composition or quality between the delivered Products and the description given thereof in the order confirmation and/or invoice, must be notified in writing to INFINIGATE no later than within 8 days from delivery of the Products. Defects, which could not have reasonably been noticed within the period stated above, must be immediately notified, after noticing and no later than within 30 calendar days from the arrival of the Products, in writing to INFINIGATE.
13.2 Client is obliged after discovery of any defect to promptly halt the use, treatment, processing or installation of the Products concerned. Complaints can only be validly made with regard to Products which are still in the condition in which they are delivered, except for in the event of hidden defects.
13.3 Client will provide INFINIGATE with all cooperation required during the investigation of the complaint, inter alia by providing INFINIGATE with the opportunity to conduct an investigation (have an investigation conducted)in situ into the circumstances of treatment, processing, installation and/or use.
13.4 The costs and the risk of returning Products will be at the personal risk and expense of Client.
13.5 Client cannot enforce claims on the matter of defects of Products towards INFINIGATE as long as Client still has not fulfilled any obligation ensuing from the Agreement(s) concluded with INFINIGATE.
13.6 If Client complains in a timely manner, correctly and justifiably on the matter of defects of a Product, then the liability of INFINIGATE ensuing therefrom will be limited to the obligations described in
13.7, depending on the nature of the complaint with due regard to the other provisions of article 15.
14.1 If a complaint has been reported in a timely manner, correctly and in accordance with the provisions of article 13, and it has been shown that Products do not function properly, INFINIGATE will have the choice to, free of charge, replace the Products after the returning of the faulty Products, or to repair the Products concerned satisfactorily, orat a later date provide Client with a reduction of the purchase price to be determined in mutual consultation. By fulfilment of one of the aforesaid performances INFINIGATE will be fully discharged from its guarantee obligations and INFINIGATE will not be obliged to any further (compensation) payment whatsoever.
14.2 If INFINIGATE delivers Products to Client which INFINIGATE has acquired from its suppliers, then INFINIGATE is never bound to a farther-reaching guarantee or liability vis-a-vis Client than that to which INFINIGATE can claim vis-a-vis its supplier.
14.3 INFINIGATE expressly does not guarantee recommendations or advice with regard to the installation or the use of Products, neither does INFINIGATE guarantee such advice or instructions of Client to its customers.
14.4 The guarantee does not apply if:
- errors are the result of improper use by Client and/or third parties engaged by Client, or the End consumer, normal wear and tear, or if it concerns other causes than faulty nature of material or manufacture;
-the Client and/or third parties engaged by Client, or the End consumer on their own initiative, have carried out alterations and/or has repaired the Product during the guarantee period, or has had alterations and/or repair work carried out by a third party;
-Client has not, or not in a timely manner, fulfilled any obligation, which ensues from this or other agreements with INFINIGATE; -INFINIGATE has, in accordance with the Agreement, delivered used material or used Products.
14.5 Recovery of any lost details/data will never fall under the guarantee.
15.1 The total liability of INFINIGATE due to attributable failure of the performance of the Agreement, or on the basis of a unlawful act, or otherwise, is limited to compensation of direct damage or loss not exceeding the amount of the price stipulated for that Agreement (excl. VAT). If the Agreement is mainly a continuing performance contract with a term of more than one year, then the agreed stipulated price for the Agreement will be set at the total of the payments (excl. VAT) stipulated for one year. However under no circumstances will the total compensation for direct damage or loss amount to more than the cover provided by the liability insurer of INFINIGATE. Direct damage exclusively includes: a. reasonable costs which Client must incur in order to ensure that the performance of INFINIGATE conforms to the agreement; however this replacing damage will not be compensated if the agreement is terminated by Client or by an action brought by Client. b. reasonable costs incurred by Client through keeping its old system, or systems, and facilities related thereto, operational out of necessity for longer because INFINIGATE did not deliver on a final delivery date binding on it, less any savings which are the result of the delayed delivery; c. reasonable costs, incurred for establishing the cause and the extent of the damage, insofar as the establishing relates to direct damage within the meaning of these conditions; d. reasonable costs incurred to prevent or limit damage, insofar as Client can show that these costs have resulted in limitation of direct damage within the meaning of these conditions.
15.2 Liability of INFINIGATE for indirect loss, consequential damage, lost profit, lost savings, reduced goodwill, loss due to business interruption, loss due to claims by customers of Client, mutilation or loss of data, damage related to the use of items prescribed by Client to INFINIGATE, materials or software of third parties, damage related to the engagement of suppliers prescribed by Client to INFINIGATE, and all forms of damage other than that referred to in article 1 subclause 1 and subclause 2, on whatsoever basis is excluded.
15.3 The liability of INFINIGATE due to attributable failure in the performance of an agreement only arises in all events if Client promptly and satisfactorily provides INFINIGATE with notice of default in writing, whereby a reasonable term is set in which the breach can be remedied, and also continues to attributably fail in the fulfilment of its obligations. The notice of default must contain a description as detailed as possible of the shortcoming, so INFINIGATE is able to adequately respond.
15.4 Conditional to the arising of any right to compensation is always that Client reports in writing the damage as soon as possible after the arising thereof to INFINIGATE. Any claim for compensation against INFINIGATE will lapse by the single expiry of 24 months from the arising of the claim.
15.5 Client indemnifies INFINIGATE against all claims by third parties due to product liability as a result of a defect of a Product or system which has been delivered by Client to a third party and which partly arose through equipment, software, or other materials delivered by INFINIGATE, except for if and insofar as Client proves that the damage is caused by this equipment, software, or other materials.
15.6 The provisions of this article also apply for the benefit of all persons (legal entities) who are used by INFINIGATE for the performance of the agreement.
15.7 In case of the occurrence of implementation or setting up of a system under the direction of, or in cooperation with Client, INFINIGATE will in that case not be liable for the damage which arises due to that work and Client indemnifies INFINIGATE against damage caused at third parties which is the result thereof.
15.8 The exclusions and limitations referred to in article 15 will lapse if and insofar as the damage is the result of intent or wilful recklessness of the management of INFINIGATE.
ARTICLE 16. Transfer of rights and obligations.
16.1 INFINIGATE is entitled to transfer the rights and obligations under these Conditions or an Agreement to a third party. Client is not permitted to assign, pledge or otherwise transfer or encumber the Agreement and the rights and obligations ensuing therefrom to third parties without the permission in writing of INFINIGATE.
ARTICLE 17. Intellectual property.
17.1 All intellectual and industrial property rights to the Products, Software, data files, equipment or other materials such as analyses, designs, documentation, reports, price lists, offers, as well as preparatory material thereof developed or made available pursuant to the agreement are exclusively vested in INFINIGATE, its licensors or its suppliers. Client will acquire the rights of use which are assigned expressly by the Agreement and the law, or the right to grant these rights of use to End consumers. Every other or further-reaching right of the Client or a customer thereof to reproduction of software, websites, data files or other material is excluded. A right of use as referred to in this provision is non-exclusive and non-transferable. Reverse engineering or decompilation of the Software by Client is prohibited, unless expressly permitted by law.
17.2 The right of use referred to in article 17.1 is limited to the exclusive use of the Software for personal use by Client and/or the End consumer on the processing unit, infrastructure agreed with INFINIGATE, or number of users, servers and/or workstations agreed with INFINIGATE.
17.3 The scope of the right of use to Third Parties Products will be determined by the General Terms and Conditions Third Parties as set out in article 19 of the Conditions. Insofar as the foregoing is not derogated from by the General Terms and Conditions Third Parties, the foregoing will apply mutatis mutandis.
18.1 This article contains specific provisions for the Services to be provided by INFINIGATE for Client. Insofar as there is conflict, the provisions in this article will prevail over the other provisions of these Conditions.
18.2 Client will always, when the agreed provision of service makes this necessary, provide INFINIGATE with access to, and availability of, in a timely manner, and free of charge, all resources and facilities required by INFINIGATE.
18.3 Client will make all data necessary for the carrying out of INFINIGATE’s work promptly available to INFINIGATE every time and guarantees the accuracy and completeness thereof.
18.4 If it appears that the provision of the Services cannot (partly) be provided resulting from the non-fulfilment by Client of any obligation vis-a-vis INFINIGATE, or otherwise circumstances attributable to Client, then Client will compensate INFINIGATE for the costs, which INFINIGATE incurred in this respect, calculated on the basis of the general applicable rates of INFINIGATE at that time.
18.5 If the price is determined by subsequent calculation, then all hours spent by INFINIGATE during the provision of the Services, including travel time, can be charged plus the costs of materials as well as all other costs reasonably incurred by INFINIGATE for the purpose of the provision of Services. In case of subsequent calculation INFINIGATE will specify the hours and costs in the invoice concerned.
18.6 If Client wishes to add to, or alter the agreed (subcontracting) work which INFINIGATE must carry out on the basis of the Agreement, and INFINIGATE is of the opinion that this performance becomes more onerous or extensive, then there will be contract extras, which - with due regard to the following subclause - can be charged separately to Client, also if a fixed price has been agreed earlier between parties.
18.7 If INFINIGATE is of the opinion that there are contract extras, then it will inform Client about this as soon as possible, and inform Client about the consequences thereof for the price and for the period in which INFINIGATE can fulfil all its other obligations under the Agreement. Client will be deemed to agree to the execution of the contract extras and the costs and consequences attached thereto, unless Client has registered objection in writing within 8 calendar days after the notification from INFINIGATE referred to. INFINIGATE may wait with the execution of contract extras until Client has given INFINIGATE assignment in writing for this purpose.
18.8 The work by employees of INFINIGATE that must be carried out at the business sites of the End consumer, will take place under the direction and supervision of the Client. Client is liable for all damage suffered by employees made available by INFINIGATE during or related to the work given to them as referred to in this article.
18.9. Client indemnifies INFINIGATE against all claims by third parties ensuing from, or which can be traced back to the work carried out by the employees made available at the business sites of the End consumer as referred to in article 18.8.
ARTICLE 19. Third Parties Products and General Terms and
Conditions Third Parties
19.1 INFINIGATE is entitled to deliver Third Parties Products, or involve Third Parties Products during the fulfilment of its obligations ensuing from the Agreement. INFINIGATE is not responsible for Third Parties Products, unless agreed otherwise in writing.
19.2 If INFINIGATE delivers Third Parties Products to Client, then in addition to these Conditions - in conformity with the provisions of article 20 - the General Terms and Conditions Third Parties will also apply to the Agreement.
19.3 INFINIGATE delivers rights to Third Parties Products subject to the conditions as described in the General Terms and Conditions Third Parties.
19.4 No maintenance, support, or other services for Third Parties Products will take place by INFINIGATE, unless agreed otherwise in writing.
19.5 Client is prohibited from in any manner whatsoever, directly or indirectly, by acts or omissions, all this in the broadest sense of the words, contributing to the impairment of the good (trade) name(s) of INFINIGATE, its Products and Services, as well as the good (trade) name(s) of its suppliers. Client is liable for compensation towards INFINIGATE for all damage suffered by INFINIGATE through the breach of the aforesaid prohibition. Client indemnifies INFINIGATE if and insofar as one or more suppliers of INFINIGATE claim compensation for damage or costs from INFINIGATE, which are related to any acts or omissions of Client which have, or can have, a negative impact in any manner on the (trade) name(s) of subcontractors of INFINIGATE.
ARTICLE 20. General Terms and Conditions Third Parties
20.1 General Terms and Conditions Third Parties which are declared applicable in these Conditions will, if available to INFINIGATE, be sent exclusively upon request. The General Terms and Conditions Third Parties will be made available in the same format and language as received by INFINIGATE.
20.2 These Conditions will prevail over the General Terms and Conditions Third Parties unless stated otherwise by INFINIGATE. In case of conflict between these Conditions and the General Terms and Conditions Third Parties, INFINIGATE can declare the conflicting provisions of the General Terms and Conditions Third Parties to be inapplicable, or as the case may be, applicable.
ARTICLE 21. Applicable law and court of competent
21.1 The law of the Netherlands applies to these Conditions as well as to any Agreement.
21.2 The Dordrecht District Court has at first instance exclusive jurisdiction to settle all disputes ensuing from these Conditions, or another Agreement, unless INFINIGATE choses another court which has competent jurisdiction in accordance with the rules of Civil Procedure.
Registration with Chamber of Commerce under no. 23061574.
Edisonweg 4, 4207 HG Gorinchem, the Netherlands
Tel.: +31 (0)183 - 62 44 44