General conditions

General terms and conditions Knegt B.V.

Article 1. Definitions and usage

1.1 The following definitions are used in these General Terms and Conditions:

(a) Customer: the party or parties to whom Knegt sells and/or delivers Products and/or the party on whose behalf Knegt performs or has performed a performance in any (other) manner;
(b) Terms and Conditions means these General Terms and Conditions as they read from time to time;
(c) Driver Instruction means the manual of instructions for the drivers of the Products prepared by Knegt;
(d) Services: any form of service provided by Knegt to Customer;
(e) End User means a party that can derive rights from a Guarantee;
(f) Warranty: the warranty given by Knegt pursuant to these General Conditions and recorded in the Warranty Certificate;
(g) Warranty Certificate means the certificate containing Knegt’s agreed warranty with respect to Products;
(h) Knegt: Knegt B.V., having its registered office in Veldhoven, registered in the Commercial Register of the Chamber of Commerce under number 17160627;
(i) Parts: original parts supplied and approved by Knegt;
(j) Maintenance Book means the book prepared by Knegt in which the maintenance intervals/prescriptions are shown and the maintenance events are documented with respect to the relevant Product;
(k) Powerpack means the entire Powerpack consisting of “high voltage” powerpack and the central control unit;
(l) Products means all products but not limited to as listed on the website and in the broadest sense; and
(m) Preliminary Inspection means an inspection performed by or on behalf of Knegt prior to delivery of the Product by or on behalf of Knegt.

1.2 These General Conditions apply to all offers, quotations agreements (including attachments) and to all agreements resulting therefrom entered into or provided by Knegt. Amendments and supplements to the General Terms and Conditions relate only to them and apply only when agreed in writing with Knegt.

1.3 The Customer acknowledges having received these General Terms and Conditions, being familiar with their contents and accepting their applicability. All other (general) conditions, in whatever form, are expressly rejected by Knegt.

1.4 If one or more provisions of these General Terms and Conditions are at any time wholly or partially void or should be nullified, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. Knegt will replace the provision in question with an enforceable and viable provision that, given the purpose and purport of these General Conditions, deviates as little as possible from the original provision.

1.5 In case of conflict between the contents of the agreement entered into by the Customer and Knegt and these General Conditions, the relevant provisions of the agreement shall prevail, unless otherwise agreed.

Article 2. Formation and amendment of an agreement

2.1 All offers are non-binding even if they include an established acceptance period. Knegt has the right to revoke its offer up to two (2) business days after the acceptance of Buyer has reached it. Agreements only come into being through written order confirmation, in whatever form, or after Knegt has started to execute the agreement. Employees of Knegt are not authorized to enter into an Agreement on behalf of Knegt unless they have Knegt’s validly signed, express, written authorization to do so.

2.2 Offers and quotations (including attachments) do not apply if the Customer could reasonably have understood that they contain an obvious mistake or clerical error.

2.3 An acceptance that deviates from the offer made by Knegt is considered a new offer and can always be rejected by Knegt. In that case, the agreement will only be concluded if and insofar as Knegt expressly agrees in writing to the changes and/or additions made by the Buyer to the original offer.

2.4 All information provided by Knegt (such as offers, designs, images, drawings and know-how) of whatever nature and in whatever form are not binding. However, Knegt strives for the most accurate and truthful representation of dimensions, (performance) specifications and other data supplied by Knegt with respect to Products.

2.5 All information provided by Knegt (such as offers, designs, images, drawings and know-how) of whatever nature and in whatever form is confidential. Disclosure, reproduction, distribution and/or provision to third parties is not permitted unless approved in advance in writing by Knegt.

2.6 Knegt’s offers and quotations (including attachments) are (partly) based on information from the Customer. Customer is always responsible for the accuracy and completeness of this information. Knegt may assume the accuracy and completeness of the information provided and will base its offer on this.

2.7 The prices mentioned in the offer are expressed in euros, exclusive of sales tax and other governmental levies or taxes and based on the prices and specifications valid on the order date. Prices further exclude travel, lodging, packaging, storage and transportation costs as well as costs for loading, unloading and cooperation with customs formalities. Such fees and charges will be charged separately.

2.8 Any requirements imposed by the Customer on the Products and/or Services must be made known in advance by the Customer and included in the agreement. Failing this, Knegt is free to determine the filling and composition of Products and/or Services itself.

Article 3. Prices

3.1 Knegt has the right to adjust the agreed prices without the Buyer being able to dissolve the agreement if, during the execution of the agreement, the costs involved in the execution thereof increase, for instance due to an increase in the prices of materials, an increase in wage costs, taxes and premiums or other changes in the fiscal regime, a power or obligation under legislation or regulations or (other) reasons that were not foreseen when the agreement was concluded.

Article 4. Payment

4.1 Unless otherwise agreed in writing, payments of (advance) invoices shall be made within the period stated on the invoice. In the absence of a payment term on the invoice, payment shall be made within fifteen (15) days of the invoice date. Knegt may require payment for specified Products and/or Services to be made prior to delivery.

4.2 Payment shall be made to an account designated by Knegt.

4.3 Knegt is at all times entitled to require (advance) payment or security from the Buyer before proceeding with service or delivery. If Buyer fails to pay in advance or provide security within the specified period, it shall be immediately in default.

4.4 Any form of suspension, set-off and/or discount by the Customer is excluded.

4.5 If the Customer fails to pay the invoice on time, the Customer shall immediately and by operation of law be in default. The Buyer shall then immediately owe interest to Knegt. The interest rate is the legal commercial interest rate.

4.6 Payments made by the Customer shall be considered first as payment of all interest and charges and thereafter as payment of other amounts that have been outstanding for the longest time, regardless of any statement to the contrary by the Customer with respect to the payment.

4.7 Knegt is authorized to set off its debts to Buyer against claims of Knegt affiliates on Buyer. In addition, Knegt is authorized to set off its claims on Buyer against debts that Knegt affiliates have to Buyer. Furthermore, Knegt is authorized to set off its debts to Buyer against claims on companies affiliated with Buyer. Affiliated companies are defined as all companies belonging to the same group, within the meaning of Art. 2:24b BW and a participation within the meaning of Art. 2:24c BW.

4.8 If the Customer fails to pay on time, it shall owe extrajudicial costs estimated at fifteen percent (15%) of the outstanding items. Should the actual extrajudicial costs incurred be higher than follows from the above calculation, the actual costs incurred will be payable.

4.9 Knegt reserves the right to deliver and invoice Products and Services separately or in stages. If it has been agreed in advance that delivery will be made in stages, Knegt is entitled to suspend the commencement of the work belonging to a subsequent stage until the Customer has approved the results of the previous stage in writing and has paid the invoices relating to that previous stage.

4.10 If Knegt is wholly or largely vindicated in legal proceedings, all costs incurred in connection with such proceedings will be borne by the Customer.

Article 5. Delivery

5.1 Unless otherwise agreed in writing, delivery of the Products and Services shall be Ex Works (Veldhoven, The Netherlands) (DDP Incoterms 2020),
whereby in the event of amendment, the most recent version will apply to deliveries made after the date of such amendment.

5.2 All delivery and other deadlines specified or agreed upon by Knegt (i) depend on the data known to Knegt at the time Knegt entered into the agreement and (ii) are based on timely delivery of materials and/or parts ordered by Knegt and on timely delivery of all data required for completion of the Product. Delivery times are therefore estimated delivery times. The delivery times specified to the Customer shall never be regarded as deadlines, and exceeding them shall not entitle the Customer to any compensation for damages and/or costs, for example.

5.3 In the event of circumstances other than those known to Knegt at the time the delivery date and/or execution period was fixed, Knegt may extend them by the time it deems necessary to execute the agreement under those circumstances. If the work cannot be included in Knegt’s (new) schedule, it will be performed as soon as the schedule allows.

5.4 In case of additional work, the delivery date and/or execution period will be extended by the time necessary to deliver or get the required materials and parts delivered as well as the time required to perform the additional work. If the work cannot be included in Knegt’s (new) schedule, it will be performed as soon as the schedule allows.

5.5 In case of suspension of obligations by Knegt, the delivery date and/or execution period will be extended by at least the suspension period. If continuation of work cannot be included in Knegt’s (new) schedule, it will be carried out as soon as the schedule permits.

5.6 Delivery takes place the moment Knegt makes the item available to the Customer at its business location and has notified the Customer that the item is available to him, unless otherwise agreed in writing. Among other things, the Customer shall bear the risk of the item for storage, loading, transport and unloading from that moment on.

5.7 If Knegt arranges shipment to the Customer, this will take place at the Customer’s expense and risk, unless expressly agreed otherwise in writing. Knegt will separately charge all related costs, such as transportation, insurance, packaging and/or cash on delivery costs. Shipment to the Customer shall always be made to the last known delivery address to Knegt.

5.8 The Customer is obliged to take delivery of the Products or Services at the time they are made available by Knegt. Customer is not entitled to (any form of) suspension of its obligation to purchase. If Buyer does not purchase the Products or Services (in a timely manner), they will (possibly) be stored by Knegt at Buyer’s expense and risk.

Article 6. Retention of title

6.1 Knegt retains full ownership of all goods to be delivered (or to be delivered) to the Buyer pursuant to Art. 3:92 of the Dutch Civil Code until the Buyer has fulfilled his obligations regarding:

(a) the consideration under the agreement(s) with Knegt for the items delivered or to be delivered by Knegt;
(b) work performed or to be performed on behalf of Knegt under the agreement(s);
(c) any failure by Customer to perform the agreement(s); and
(d) the claims arising from failure to perform the above agreement(s), such as damages, penalty, interest and costs.

6.2 The Customer is obliged to adequately insure the Products against fire, theft, third party claims and excess until the time of full payment. The Buyer is deemed to have assigned his rights arising from this insurance agreement to Knegt until the time of full payment.

6.3 Anything delivered by Knegt may not be consumed, encumbered or resold by the Customer, except within the normal course of business. This clause has property law effect.

6.4 If Knegt wishes to exercise its proprietary rights, the Purchaser hereby gives unconditional and irrevocable permission to Knegt or third parties to be appointed by Knegt to enter all those places where Knegt’s goods are located and to repossess those goods, on penalty of forfeiture to Knegt of a daily penalty of twenty percent (20%) of the new value of the Products.

6.5 The Customer cannot transfer or pledge any rights or obligations under any article of these General Conditions or the underlying agreement(s), except with Knegt’s prior written consent. This clause has property law effect.

Article 7. Complaints

7.1 The Customer shall inspect the Products immediately upon delivery. Damage occurring during transport must be reported to Knegt within twenty-four (24) hours after delivery of the Products at the destination under penalty of forfeiture of (claim) rights. Minor deviations or deviations of the kind considered normal within the industry, in terms of quality, number, color, size, weight, finish, etc. do not constitute grounds for a valid claim.

7.2 All rights asserted by the Buyer as a result of Knegt’s alleged failure to comply with its obligations (including Warranty) must be communicated by the Buyer in writing, accurately stating the nature and basis of the complaints, at the latest within seven (7) days after the Buyer has observed or could reasonably have observed the defect. Failing this, the Customer’s rights shall expire (by operation of law). The Buyer’s rights also lapse (by operation of law) if he has attempted to repair (or have repaired) an alleged defect without Knegt’s prior written consent.

7.3 Knegt’s liability because of an attributable failure to perform an Agreement shall in all cases arise only if;

(i) Buyer, in accordance with Section 7.2, provides a written notice of default, in the form of a registered letter, to Knegt after the occurrence of the deficiency, where provision is made for a reasonable period of time for remedying the deficiency and

(ii) Knegt continues to fail imputably in the performance of its obligations after the expiration of such period.

7.4 The notice of default must contain as complete and specific a description of the failure as possible so that Knegt can respond appropriately.

7.5 Knegt is not liable for an attributable failure to perform an Agreement if the Customer

(i) has not filed a claim in the manner provided in Sections 7.1, 7.2, 7.3 and 7.4 or

(ii) has not initiated legal proceedings within three (3) months from the date of the notice of default.

7.6 Complaints relating to invoices must be reported to Knegt by registered letter or by e-mail [email protected] within seven (7) days of the invoice date, failing which the Customer’s rights in this regard will lapse (by operation of law).

7.7 Complaints do not suspend the (payment) obligations of the Customer.

7.8 If it is established that a complaint is unfounded, the ensuing damage and costs incurred by Knegt will be borne by the Customer with due observance of the provisions of Article 8 and Article 12.

Article 8. Warranty

8.1 If the parties have agreed to different warranty terms, the provisions of this Article 8 shall apply without prejudice, unless in conflict with those different warranty terms.

8.2 Knegt guarantees that

(i) new Products are manufactured to the best of Knegt’s ability,

(ii) new Products at the time of delivery by Knegt meet the specifications agreed upon in the agreement or included in the order confirmation,

(iii) new Products are free from defects in material and workmanship at the time of delivery by Knegt and (iv) the Preliminary Inspection has been conducted.

8.3 If any or all of the delivered Products or Services do not comply with Section 8.2, Knegt, at its option, will

(i) repair the Component (or have it repaired) and/or

(ii) replace (or cause to be replaced) the Component. If Knegt chooses to still properly perform the performance, it will determine the manner and time of performance itself. In all cases, the Customer must give Knegt the opportunity to do so.

8.4 If a replacement or repair of a Product is not covered by a warranty from Knegt, the Customer shall pay the cost of such repair to Knegt. To the extent that the cost of replacing or repairing a Product relates to a body, equipment or part not supplied by Knegt, such costs shall be borne by Buyer.

8.5 Any warranty by Knegt with respect to a Product, other than a Part, shall be valid only upon proper completion of a warranty certificate or packing slip by both Knegt and the Customer. The issuance and signing of this warranty certificate or packing slip shall take place upon actual delivery of the Product.

8.6 All replaced Parts will be stored by or on behalf of Knegt with a copy of the warranty claim attached, and will be returned if requested and if possible. After submitting a warranty claim, if the warranty claim is rejected, the Customer may, within thirty (30) days, reclaim the replaced Part via written request (if possible). Knegt will in that case return the replaced Part to Buyer at Buyer’s risk and expense. In case of acceptance (in whole or in part) of the warranty claim, the present Part becomes the property of Knegt.

8.7 The sole beneficiary of a warranty from Knegt is Customer to whom the Product has been delivered. In the event of resale of a Product, other than a Component, by Buyer to a third party, Buyer shall be entitled to its remaining rights and obligations for the period (i) up to a maximum of two (2) years after first occupancy or (ii) to transfer up to 500 hours after first occupancy (whichever comes first) to such third party.

8.8 A warranty is valid only if

(i) a claim under such warranty is made in accordance with the provisions of these Terms and Conditions,

(ii) the beneficiary of the warranty submits to Knegt a fully completed and fully signed warranty certificate or packing slip, or, with respect to Parts, submits the invoice and

(iii) the total estimated size of a claim exceeds the value of one (1) hour of warranty labor.

8.9 The warranty shall commence on the date of delivery of the Product to the Customer. The warranty is valid for the period or upon reaching the hours as stated on the warranty certificate, whichever occurs first.

8.10 Excluded from any warranty are;

(i) defects in batteries, tires, attachments, equipment and/or other Parts covered by the warranty of a relevant manufacturer thereof,

(ii) defects in Components of Products, including bodies and equipment not supplied by Knegt,

(iii) defects in Parts supplied to the Customer free of charge,

(iv) second-hand Products, unless otherwise expressly agreed in writing AND

(v) defects associated with the use of alternative fuels and additives to fuel or other fluids/lubricants which have not been released by Knegt in compliance with the appropriate maintenance instructions.

8.11 For Parts repaired or replaced during the term of the warranty, the unexpired portion of the warranty shall remain in effect.

8.12 No valid claim under a warranty may be made and Knegt shall not be liable if any such claim relates to

(i) damage that occurred because the Product was loaded heavier than the train weight or maximum payload as indicated on Knegt’s website,

(ii) damage resulting from negligence, racing, speeding, misuse or abuse,

(iii) accidental damage,

(iv) maintenance related to normal wear and tear,

(v) Wear resulting from driving under abnormal/extreme conditions, such as but not limited to poor driving conditions, improper driving, severe weather conditions,

(vi) a situation in which the driver and/or Customer did not take immediate action to prevent further damage,

(vii) a Product that has not been subjected to a Preliminary Inspection by an authorized person and recorded in the applicable section of the Maintenance Book and/or

(viii) a Product that was subject to a Preliminary Inspection but whose applicable inspection forms have not been received by Knegt.

8.13 A valid claim under a warranty may only be made and Knegt shall be liable only if;

(i) the relevant installation instructions of Knegt regarding the Product have been carefully followed,

(ii) the Product has been serviced in accordance with Knegt’s most recent instructions, i.e., the Preliminary Inspections, initial service calls, scheduled inspections and service calls have been performed and carried out at the correct hours and/or within the correct time period, and each such service call has been recorded in the Maintenance Book,

(iii) defects are not caused (in part) by the use of Parts that do not meet Knegt’s specifications,

(iv) defects were not (partially) caused by the use of fuel, oils, lubricants and coolants not prescribed by Knegt in the latest service documentation,

(v) the Product has been used in accordance with its intended or Knegt-specified purpose and in accordance with the most recent Knegt instructions,

(vi) defects were not caused (in part) by improper and/or unauthorized service, replacement and/or repair to/of the Product or by failure to properly implement modifications recommended by Knegt,

(vii) any changes, modifications or additions to the Product have been made with Knegt’s prior written consent, or have been carried out in all respects in accordance with Knegt’s instructions and competently,

(viii) identity plates, numbers, markings, seals, warnings or instruction stickers have not been altered, moved or removed unless done with Knegt’s prior written consent,

(ix) the Maintenance Book has been kept with the warranty certificate in the Product at all times to enable Knegt to verify the warranty conditions and maintenance records of the Product and

(x) the driver of the Product has complied with the instructions in the Driver Instruction.

Article 9. Warranty Powerpack

9.1 The warranty with respect to a Powerpack is valid during

(i) the agreed period or

(ii) 3,500 charge cycles, as stated on the warranty certificate. The aforementioned guarantee lapses if and insofar as that mentioned under (i) either (ii) has been achieved.

9.2 Warranty rights relating to Powerpacks are – contrary to what is described in Clause 8.7 of these General Conditions – not transferable, unless Knegt has given its written consent.

9.3 In addition to what is contained in Section 8 of these General Conditions, no valid claim based on a Warranty may be made and Knegt shall not be liable if any such claim relates to (i) electrical capacity kWh reduction due to aging of the Powerpack, (ii) a fault resulting from not (or not following) latest installation, operation and maintenance instructions of the Powerpack, (iii) repairs, changes or modifications to the Powerpack which have been carried out by third parties without Knegt’s consent, (iv) damage resulting from dropping the Powerpack, (v) Customer has not followed the instructions in the maintenance form, Maintenance Book, safety instructions, workshop manual and user instructions, including but not limited to the Powerpack loading procedure and/or (vi) maintenance and/or repair of the Powerpack has not been performed in accordance with Knegt’s instructions and/or has not been performed by certified and qualified personnel.

Article 10. Software

10.1 Products or Services may contain software. Unless otherwise agreed, Knegt grants the Customer a non-exclusive license for use of the software, revocable by Knegt at any time. This does not also include any warranty by Knegt regarding (continued) use of this software. The Customer is permitted to transfer the license or to issue a sub-license to the actual end user of the Product. If the Customer sells the item to a third party, the license passes by operation of law to the acquirer of the item.

Article 11. Intellectual property rights

11.1 Knegt shall be considered the creator, designer or inventor, respectively, of the works, models or inventions created under the agreement. Knegt therefore has the exclusive right to apply for a patent, trademark or design.

11.2 All intellectual (property) rights relating to Products, Services and other items developed and made available, whether or not during the term of the agreement with the Customer, belong exclusively to Knegt and not (also) to the Customer.

11.3 The Customer only acquires the rights of use expressly granted to the Customer in the agreement with Knegt. Any other or further right of Buyer is excluded.

11.4 The Customer is not permitted to perform actions that are contrary to the interest of Knegt and its intellectual (property) rights. The Customer shall in no way reverse engineer the source code of (software of) Products or Services, decompile, copy or modify the software or otherwise transfer ownership rights or any other rights relating to the Products or Services.

11.5 Customer shall in addition (i) Fail to reproduce Products or Services (including associated or embedded software), and (ii) not unlawfully use Products or Services, and (iii) not use Products or Services in a manner that disrupts or impairs their integrity or performance; and (iv) Not alter or modify Products or Services; and (v) not damage or limit the operation of Products or Services, or otherwise attempt to gain unauthorized access to the Products or Services.

11.6 In the event of an infringement of an intellectual (property) right, the Customer shall notify Knegt immediately.

11.7 The Customer shall comply with any instruction given or published by Knegt in connection with the Products or Services.

11.8 Knegt is not liable for any damage the Customer suffers as a result of an infringement of intellectual property rights of third parties. The Customer indemnifies Knegt for any third party claim regarding an infringement of intellectual property rights.

Article 12. Liability

12.1 Knegt shall only be liable for direct damage to the Products or Services themselves, provided it is the result of a failure attributable to Knegt. Knegt is not liable for damages of any kind caused by non-executive management employees of Knegt and external persons.

12.2 The following are not eligible for reimbursement (i) damage to persons or property other than Products or Services themselves, (ii) consequential damages, including but not limited to damages resulting from stagnation and loss of profits, business and contract losses, penalties, third-party claims, and (iii) damage of any kind caused by errors, inaccuracies or omissions in any data, materials or documents provided to Knegt by or on behalf of Buyer; and (iv) damages suffered by Customer as a result of errors or omissions by third parties engaged by Knegt in the performance of the agreement(s) with Customer.

12.3 Compensation for damage due to Knegt’s liability is limited to the amount paid out by its liability insurer, increased by the excess, or at least limited to the amount charged and paid by Knegt for the relevant agreement(s) with the Customer (excluding VAT).

12.4 If, for whatever reason, Knegt is not entitled to invoke Clause 12.3, the obligation to compensate damage is limited to an amount equal to the purchase price of the Product and/or Service provided.

12.5 Knegt’s warranty liability shall be limited to reimbursement of the cost of the material supplied exclusively by Knegt or a dealer/workshop authorized by Knegt and/or the cost of labor for the replacement or repair of the Product, to the extent approved in advance by Knegt. All other costs (such as transportation charges, call-out charges, overtime charges, recovery charges, telephone charges, cleaning charges, charges for oil or other fluids, and charges for removal or return of the load or superstructure) shall be borne by Buyer.

12.6 Knegt shall not be liable under any Warranty if a replacement or repair of a Product has not been performed by or on behalf of Knegt. Knegt shall not be liable for labor costs if the original Part was not installed by or on behalf of Knegt. A replacement or repair of a Product by or on behalf of Knegt does not constitute an acceptance of liability on the part of Knegt.
12.7 In the event of an attributable failure on the part of Knegt, the Customer is nevertheless obliged to comply with his contractual obligations.

12.8 The Customer indemnifies Knegt against all third party claims for product liability as a result of a defect in a product delivered by the Customer to a third party and of which the products or materials delivered by Knegt form part. The Buyer is obliged to reimburse all damages suffered by Knegt in this connection including the (full) costs of defense.

Article 13. Force majeure

13.1 In the event that Knegt is unable to fulfill its obligations under the agreement with the Customer due to force majeure within the meaning of Article 6:75 of the Dutch Civil Code, Knegt will be entitled to suspend its obligations for as long as the force majeure continues and will not be liable for damages. Once the force majeure situation has lapsed, Knegt will fulfill its obligations as soon as its schedule permits.

13.2 There is force majeure as referred to in Art. 6:75 of the Civil Code in all cases in which the causes impeding full or partial performance of the agreement can reasonably be considered to be beyond Knegt’s control. These are circumstances that Knegt could not have reasonably foreseen at the time of concluding the agreement and as a result of which it is not reasonable for the Buyer to demand normal performance of the agreement. This is the case in, inter alia, the following cases and without prejudice to what is provided elsewhere in these conditions: wars, labor strikes, diseases, epi- or pandemics, electricity failures, ICT problems, shortcomings of (sub) suppliers, legislative and policy changes that prohibit the delivery of or driving with Products in whole or in part, as well as all other external causes beyond Knegt’s control.

13.3 If the force majeure lasts longer than three (3) consecutive months, both Knegt and the Customer are entitled to dissolve the agreement, without any obligation to compensate the other party for damages.

13.4 Insofar as Knegt has partially fulfilled its obligations or can partially fulfill its obligations at the time of the occurrence of force majeure and the part fulfilled or to be fulfilled has independent value, Knegt will always be entitled to invoice the fulfilled or to be fulfilled part separately. Customer is then obliged to pay these invoices as if there were a separate agreement.

13.5 If performance of the agreement is made impossible by the Customer’s actions, Knegt is entitled to the amount of the agreed price, plus any additional costs, minus the costs saved as a result of not completing the agreed work.

Article 14. Secrecy

14.1 Buyer will always maintain secrecy with regard to all information and documentation that can be considered confidential or secret, except with Knegt’s prior written consent.

14.2 Within ten (10) days after the end of the agreement, the Customer shall return undisclosed information and documentation to Knegt.

14.3 In the event that the Customer or any employee or representatives of the Customer fail to comply with the obligations arising from this Article 14 and Article 2.5, the Customer will owe Knegt, without notice of default being required, an immediately due and payable penalty in the amount of EUR 25.000 (in words: twenty-five thousand euros) for each failure as well as a penalty in the amount of EUR 1,000 (in words: one thousand euros) for each day that the failure continues, per failure and without Knegt having to prove any loss or damage, all this without prejudice to all Knegt’s other rights, including the right to full damages.

Article 15. Indemnification

15.1 The Customer indemnifies Knegt against claims from third parties who (claim to) suffer damage in connection with the execution of the agreement and the cause of which is not attributable to Knegt. If Knegt should be held liable by third parties on that account, the Customer will be obliged to assist Knegt both extra-judicially and judicially and immediately do everything that may be expected of him in that case. All costs and damages on the part of Knegt are entirely at the expense and risk of the Buyer.

Article 16. Termination of the agreement and suspension

16.1 Knegt is, in any case, authorized in the following cases to suspend the fulfillment of the obligations or to dissolve the agreement, without notice of default, without judicial intervention and without Knegt being obliged to pay any damages, and all payment obligations of the Purchaser are immediately due and payable by operation of law and without the need for notice if:
(a) Buyer is in default with respect to what he is obligated to Knegt; and/or
(b) an (application for) bankruptcy, (provisional) moratorium, cessation or liquidation or a similar event of the Customer, in the event of attachment or if the Customer otherwise loses free management of all or part of its assets; and/or
(c) a change in effective control with respect to the Customer occurs or the involvement of the Customer in a (legal) merger or demerger.

16.2 Knegt is furthermore entitled to suspend its performance if Knegt has good reason to fear that the Customer will not or will not be able to fulfil his obligations.

16.3 The Customer shall ensure that all data, documents and equipment for the proper fulfillment of the agreements arising from the agreement are provided to Knegt in a timely manner. If these have not been provided to Knegt in time, Knegt has the right to suspend the performance of the agreement until the Purchaser still makes the data, documents and equipment available to Knegt and/or to charge the extra costs resulting from the delay to the Purchaser according to the then customary rates.

16.4 Customer is not authorized to terminate or cancel the agreement, unless Knegt agrees. In the event Knegt agrees to full or partial termination, the Customer shall owe an immediately due and payable compensation in the amount of the agreed price for the Products and/or Services.

Article 17. Non-solicitation

17.1 During the term of the agreement(s) with Knegt and for twenty-four (24) months thereafter, the Purchaser or parties affiliated to the Purchaser are prohibited from offering (former) employees of Knegt an (employment) contract or employing them in any other way, under penalty of an immediately due and payable fine of EUR 50,000. (in words: fifty thousand euros) per violation, and to be increased by a fine of EUR 2,500 (in words: twenty-five hundred euros) per day without prejudice to all Knegt’s other rights such as the right to fulfillment and the right to full damages.

Article 18. Personal data

18.1 Customer’s data will be processed and recorded in Knegt’s systems. Knegt is also entitled to make such data available to third parties. As far as the processing of personal data processing operations within the meaning of the General Data Protection Regulation. Personal data is provided to third parties only if necessary to perform the agreement or if there is a legal obligation to do so.

18.2 More information regarding the processing of personal data can be found in the privacy policy on the website

18.3 The Customer is aware that the vehicles sold by Knegt are or may be equipped with software systems that store information about the vehicle. The Customer indemnifies Knegt for claims by third parties who (claim to) suffer damage in connection with the previous sentence.

Article 19. Prohibited use of a Product or Service

19.1 The Customer is not permitted to use a Product or Service in violation of applicable laws or regulations.

19.2 The Customer is further not permitted to use a Product or Service for military purposes, or to resell it (directly) to third parties.

19.3 Buyer declares not to resell the goods purchased from Knegt to parties included on the EU sanction lists and/or the OFAC Specially Designated Nationals And Blocked Persons List (SDN).

19.4 If the Customer transfers the Product (as well as: hardware and/or software and/or technology and/or related documentation and/or work and services thereof, regardless of the mode of delivery, and/or including all types of technical support) provided by Knegt to a third party located worldwide, the Customer must comply with all applicable national and international (re-)export regulations. In any case, the Customer must comply with the (re-)export regulations of a national nature, of the European Union and of the United States of America.

19.5 If it is necessary to carry out export controls, the Customer is obliged, at Knegt’s request, to provide without delay all information relating to a particular end customer, destination and intended use of the Product supplied by Knegt, as well as all existing export restrictions.

19.6 The Customer shall indemnify and hold Knegt harmless from – and shall compensate Knegt for – all claims, proceedings, actions, fines, losses, costs and damages arising out of or related to the Customer’s failure to comply with export regulations, and shall compensate Knegt for all losses and expenses arising therefrom.

19.7 If this Article 19 is violated or suspected, Knegt is authorized to suspend the fulfillment of its obligations under the agreement or to dissolve the agreement without notice of default, without judicial intervention and without Knegt being obliged to pay any compensation or damages to the Customer.

Article 20. Applicable law and disputes

20.1 All legal relations between Knegt and Customer are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.

20.2 All disputes arising between Knegt and Customer will be settled in first instance only by the competent court of the District Court of Oost-Brabant, The Netherlands.

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