AGB

GENERAL TERMS AND CONDITIONS OF YourMysteryShirt
Article 1 Definitions and applicability
1. In these general conditions, the following definitions shall apply:
User: YourMysteryShirt with trade name YourMysteryShirt.com, having its registered office in Alblasserdam and doing business in (2952 AB) Alblasserdam, at the Dam 1, registered with the Chamber of Commerce under number: 86216139





Other Party: the natural person or legal entity who has ordered the User to supply goods.
Services: all services relating to aggravation blankets and/or other related products. The foregoing applies in the broadest sense of the word.
Documents: all goods made available to each other by the parties, including documents or data carriers, as well as all goods manufactured by the User within the framework of the execution of the order, including documents or data carriers.
Agreement: any written agreement between the Other Party and the User to deliver goods by the User on behalf of the Other Party.
Parties: the Other Party and the User jointly.
1. These terms and conditions apply to every offer, quotation and agreement between the parties, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
2. These terms and conditions also apply to agreements with the User, the performance of which requires the involvement of third parties by the User.
3. The applicability of any purchase or other conditions of the Other Party is expressly rejected.
4. If one or more provisions in these general terms and conditions are at any time fully or partially void or voidable, the remaining provisions of these general terms and conditions will remain fully applicable. The User and the Other Party will then consult in order to agree on new provisions to replace the void or nullified provisions, taking into account the purpose and purport of the original provisions as much as possible.
5. If any ambiguity exists regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made 'in the spirit' of these provisions.
6. If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
7. If the User does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
Article 2 Quotations and offers
1. All offers and quotations of the User are without obligation, unless the quotation stipulates a deadline for acceptance. An offer or quotation expires if the product to which the offer or quotation relates is no longer available in the meantime.
2. Offers are based on the data, information or documents provided by the Other Party. If, after quotation, it appears that the data provided deviate from the prevailing circumstances, no rights can be derived from offers made by the User. The User shall not be obliged to verify the accuracy of any data, information or documents received by the Other Party or third parties.
3. The User cannot be held to its tenders or offers if the Other Party should have understood, in terms of reasonableness and fairness and according to generally accepted standards, that the offer and/or quotation or part thereof contains an obvious mistake, slip, typing error or printer's error.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or the offer, the User shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User confirms this in writing.1. A composite quotation shall not oblige User to perform part of the order at a corresponding part of the quoted price.
2. All samples, models or images shown are for illustration purposes only. No rights may be derived from them.
3. Offers and/or quotations do not automatically apply to future or repeat orders.
Article 3 Orders and agreement
1. Orders, irrespective of by whom and how they have been accepted, will be fully binding on both parties when they have been confirmed in writing by the User, unless the User gives the Other Party reasoned written notice to cancel the agreement within 12 days of the conclusion of the agreement/order. The User shall in any case be entitled to this right if the Other Party is not creditworthy according to information from a credit information bureau and/or Gebuikers Credit Insurer.
2. Agreements shall only become binding on the User by written confirmation or as soon as the User - without objection by the Other Party - has started the performance.
3. Amendments to the agreement are only valid if and insofar as they have been agreed in writing between the Other Party and the User. User will carry out the desired changes, provided they are reasonably possible. Changes may result in the agreed delivery time being exceeded by the User, which will be regarded as force majeure.
Article 4 Obligations of the Other Party
1. The other party is obliged to make all information and documents, which the user, in his opinion, needs for the correct execution of the agreement, available to the user in time, if requested, in the desired form and manner.
2. The User will be entitled to suspend performance of the agreement until the Other Party has complied with the obligation referred to in the previous paragraph.
3. The Other Party shall be obliged to inform the User without delay of facts and circumstances that may be relevant in connection with the conclusion and further performance of the agreement.
4. The extra costs resulting from the delay in the execution of the agreement, caused by the fact that the requested data are not made available, not in time, not properly or not in accordance with the agreements, will be at the Other Party's expense. If and insofar as the Other Party so requests, the documents made available will be returned to it.
5. The Other Party may make high demands on the User's services, but the Other Party guarantees the accuracy, completeness and reliability of the information and documents made available to the User by it or on its behalf, even if they originate from third parties. The customer remains at all times responsible and liable for the possible consequences of providing incorrect, incomplete and unreliable information and documents.
6. The other party is at all times responsible for checking the order confirmation before signing it and thereby concluding an agreement.
Article 5 Execution of order
1. User determines the manner in which and by which person(s) the agreement will be executed. Where possible, the User will take account of timely and responsible instructions provided by the Other Party regarding the performance of the agreement.
2. User will perform the services to the best of its ability and as a careful professional.
3. The User will treat the (personal) data provided by the Other Party as confidential and will not provide or disclose them to third parties without the Other Party's consent.
4. The User is entitled to have (part of) the service provision carried out by a person or third party to be designated by the User without notifying the Other Party and without the latter's express consent, if the User deems this desirable.
5. If during the term of the agreement services are performed for the benefit of the profession or business of the Other Party which are not covered by the services to which the agreement relates, these services will be deemed to have been performed on the basis of separate agreements.
Any time limits specified in the agreement within which the goods must be delivered are approximate only and are not binding.1. not as deadlines. Exceeding such a term shall therefore not constitute an attributable shortcoming on the part of the User and consequently no ground for dissolution of the agreement.
2. User is entitled to execute the agreement in phases. If the agreement is executed in phases, the User is entitled to invoice each executed part separately and demand payment for it. If and as long as this invoice is not paid by the Other Party, the User will not be obliged to execute the next phase and will be entitled to suspend the agreement.
3. The User reserves the right to mention or use the customer's name, the project and the services provided as a reference or example for all commercial purposes, without owing any compensation to the Other Party.
Article 6 Delivery and delivery deadlines
1. Unless expressly agreed otherwise, User shall deliver the sold items "ex warehouse" or "ex factory".
2. Delivery will be deemed to have taken place
3. if the items are collected by or on behalf of the Other Party; by taking delivery of the items;
4. in the event of despatch by a professional carrier; by the transfer of the goods to that carrier;
5. in the event of dispatch by a means of transport of the User; by delivery at the Other Party's home or warehouse.
6. From the moment of delivery the items are at the risk of the Other Party.
7. Except for items to be collected, the User will, if the Other Party so desires, arrange transport insurance for the Other Party up to the amount of the sale price of the items. The cost of this insurance will be at the Other Party's expense. Insurance will be taken out against the normal transport risk, therefore not against war risk or other extraordinary risks. In case of damage, the User shall settle the damage with the insurer.
8. Packaging, dispatch and/or transport of the ordered goods shall take place in a manner to be determined by the User, but at the Other Party's expense and risk. The User is not liable for any damage, of whatever nature - whether or not to the items themselves - related to the shipment and/or transport. Provisions included in the general terms and conditions of the carrier do not detract from the provisions of this paragraph.
9. If costs payable in connection with the agreement, such as freight costs, import and export duties, station, storage, guarding, clearance charges, taxes or other levies, are introduced or increased after the conclusion of the agreement, they will be at the Other Party's expense, as well as the consequences of changed exchange rates, unless expressly agreed otherwise.
10. If a term has been agreed or given for the delivery of certain goods, this shall never be a deadline. If a term is exceeded, the Other Party must therefore give the User written notice of default. The User must be offered a reasonable period to still perform the agreement.
11. A delivery period will not start until the order has been confirmed by the User in writing and the User has received all information from the Other Party that is necessary for the execution of the order and after the User has received any agreed (advance) payment or the Other Party has otherwise provided security for this.
12. If the Other Party fails to take delivery or collect the items or fails to do so in time, the User will give the Other Party the opportunity for one week to take delivery or collect the items from the place where the User has stored the items at the Other Party's expense and risk. All costs incurred by the User as a result of not taking delivery or not taking delivery in time will be at the Other Party's expense. If the Other Party does not take delivery of the items within the aforementioned period of one week, the Other Party, without any prior notice of default being required, will be in default by operation of law and the User will be entitled either to demand compliance with the agreement or to dissolve the agreement in full or in part and to sell the goods to third parties, without prejudice to the User's right to claim full compensation in addition.
13. For goods, which the User has to deliver at term or on call and for goods, which are not or only partly in stock on receipt of the order and which the User notes for delivery as soon as possible,User reserves the right, without further notice, to charge the prices and costs applicable at the time of delivery, regardless of prior confirmation.
Article 7 Prices
1. The prices stated in an offer or quotation are exclusive of packaging, VAT, other government levies and any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless stated otherwise.
2. If the User and the Other Party agree on a fixed price, the User will nevertheless be entitled to increase this price at any time without the Other Party being entitled to dissolve the agreement for that reason, if the price increase results from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, et cetera or on other grounds that could not have been reasonably foreseen by the User when the agreement was concluded.
3. The User is entitled to suspend the performance of its services before the start of the performance and in the interim until the Other Party has paid an advance payment for the goods to be delivered, to be reasonably determined by the Other Party, or has provided a bank guarantee or other security for this. If adequate security has not been provided within three months of the User's request to that effect, the Other Party will be in default, without prior notice of default being required, and the User will be entitled to dissolve the agreement. The Other Party will be obliged to compensate all damage suffered by the User as a result.
4. If the agreement ends before the service has been completed and/or the goods have been delivered and the liability for payment depends on completion and/or delivery, the User is entitled to a part of the agreed price, to be reasonably determined. When determining this, the work already carried out by the User, the Other Party's benefit thereof and the ground on which the agreement was terminated, among other things, will be taken into account.
Article 8 Payment
1. User is entitled to invoice each partial delivery.
2. Payment must be made within 30 days of the invoice date, in a manner indicated by the User in the currency invoiced, unless indicated otherwise by the User in writing.
3. If the Other Party fails to pay an invoice on time, the Other Party will be in default by operation of law, subject to mandatory provisions. The Other Party will then owe a (commercial) interest of 1% per month, unless the statutory (commercial) interest is higher, in which case the statutory commercial interest is due. The interest on the amount due and payable will be calculated from the moment the Other Party is in default until the moment of payment of the amount due in full.
4. Furthermore, in the event of late or incomplete payment by the Other Party, the User will be entitled, without any further demand or notice of default being required, to charge the Other Party (extra)judicial collection costs, also insofar as the actual costs exceed the graduated scale included in the Buitengerechtelijke Incassokosten (Extrajudicial Collection Costs Decree) or the court order to pay the costs of the proceedings, subject to mandatory provisions.
5. Contrary to the provisions of paragraphs 3 and 4 of this article, a Other Party not acting in the exercise of a profession or business (consumer) shall first receive a written notice of default in which it is given the opportunity to make payment within 14 days after receipt of this letter, before being in default.
6. The extrajudicial collection costs on the principal sum are calculated in accordance with the Buitengerechtelijke Incassokosten (BIK) Decree as follows:
- over the first Euro 2.500,- 15% with a minimum of € 40,-, maximum € 375,-
- over the next Euro 2.500,- 10%.
- over the next Euro 5.000,- 5%
- over the next Euro 190.000,- 1%
- over the amount exceeding Euro 200.000,- 0,5% with a maximum of € 6.775,-.
The User shall be entitled to have the payments made by the Other Party go first of all to reduce the costs, 1. then in reduction of the interest falling due and finally in reduction of the principal sum and current interest.
2. The User may, without thereby being in default, refuse an offer of payment if the Other Party indicates a different sequence for allocating payment. User may refuse full repayment of the
principal sum, if said payment does not include the interest still due and accrued and the collection costs.
1. Subject to mandatory statutory provisions, the Other Party will never be entitled to set off the amounts it owes to the User.
2. Objections to the amount of an invoice do not suspend the Other Party's payment obligation.
3. The User shall at all times be entitled to demand cash payment, (partial) advance payment, interim payment or any other security for payment from the Other Party.
4. In case of a jointly given order, the Other Parties are, insofar as the service has been provided for the benefit of the joint Other Parties, jointly and severally liable for the payment of the invoice amount.
5. If the Other Party fails to pay in full, the User will be entitled, subject to mandatory provisions of law, to dissolve the agreement without further notice of default or judicial intervention by means of a written statement or to suspend its obligations under the agreement until payment has been made or the Other Party has provided sound security for this. The User will also have the aforementioned right of suspension if, even before the Other Party is in default of payment, it has sound reasons to doubt the Other Party's creditworthiness.
Article 9 Inability to pay
1. Without prejudice to the provisions in the other articles of these general terms and conditions, the User will be entitled to dissolve the agreement without further notice of default and without judicial intervention by means of a written statement to the Other Party, at the time at which the Other Party
2. is declared bankrupt or a petition for its bankruptcy is filed;
3. applies for (provisional) suspension of payment;
4. is affected by attachment under execution;
5. is placed under guardianship or administration;
6. otherwise loses the power of disposition or legal capacity with respect to his assets or parts thereof.
7. The other party is at all times obliged to inform the guardian or administrator of the contents of the agreement and these general terms and conditions.
Article 10 Guarantees
1. The User will ensure that the agreed deliveries are carried out properly and in accordance with the standards applicable in its sector, but will never give a more far-reaching guarantee with respect to these deliveries and/or work than was explicitly agreed between the parties and never a more far-reaching guarantee than was provided by the producer or supplier of the goods.
2. During the guarantee period, the User shall guarantee the usual normal quality and soundness of what has been delivered.
3. Guarantees are only provided to the Other Party and are not transferable to third parties.
4. The implementation of guarantees will be suspended until the moment the Other Party has fulfilled all its payment obligations to the User with regard to the goods or work in question.
5. The User does not guarantee and will never be deemed to have guaranteed that the delivered goods are suitable for the purpose for which the Other Party wishes to treat, process or have them used, unless it has explicitly confirmed this to the Other Party in writing.
Should the Other Party rightly invoke the guarantee provisions, the User will take care of repair or replacement of the goods free of charge, or provide a refund or a reduction on the agreed price for the goods, unless it concerns used goods or goods specially made for the Other Party on request or custom-made. All this at the User's discretion. If there is additional damage, the User will not be liable for this damage and the provisions of the 1. liability article included in these general terms and conditions.
Article 11 Complaints
1. Complaints can only be asserted if they are submitted in writing and the letter from the Other Party, which must contain a description of the complaint(s), is in the User's possession within 12 working days of delivery, without prejudice to the provisions of the following paragraphs.
2. If the complaint concerns non-visible or otherwise unobservable defects (hidden defects), the complaint can still be asserted within 12 working days after the defect has become apparent to the Other Party, but never later than 12 months after the invoice date.
3. Complaints can only be enforced with regard to goods that are still in the state in which they were delivered and therefore have not been fully or partly processed or used, unless the complaint concerns hidden defects.
4. Minor deviations in quality, quantity, width, colours, structure, dimensions, finish, etc. considered acceptable in the trade or technically unavoidable shall not constitute grounds for complaints.
5. In the event of a justified complaint, the User shall be entitled to repair, replace or compensate the Other Party for the goods complained about, at the User's discretion.
6. Complaints do not suspend the Other Party's payment obligation.
7. The User must be given the opportunity to investigate the complaint. If return shipment appears necessary for the investigation of the complaint, this will only take place at the User's expense and risk if the User has given its express prior written consent. In all cases, the goods will be returned in a manner to be determined by the User and in the original packaging.
Article 12 Suspension, dissolution and early termination of the agreement
1. User is authorised to suspend the fulfilment of the obligations or to dissolve the agreement, if:
2. Other party does not fulfil its obligations under the agreement, or does not do so in full or in time;
3. after the conclusion of the agreement circumstances come to the User's knowledge give good reason to fear that the Other Party will not fulfil its obligations;
4. When concluding the agreement, the Other Party was requested to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient;
5. If, due to the delay on the part of the Other Party, the User can no longer be required to fulfil the agreement against the originally agreed conditions, the User is entitled to dissolve the agreement.
6. Furthermore, the User is authorised to dissolve the agreement if circumstances arise of such a nature that compliance with the agreement is impossible or if other circumstances arise of such a nature that the User cannot reasonably be required to maintain the agreement unaltered.
7. If the agreement is dissolved, the User's claims against the Other Party will be immediately due and payable. If the User suspends compliance with its obligations, it will retain its claims under the law and the agreement.
8. If the User proceeds with suspension or dissolution, it will in no way be obliged to compensate for damage and costs caused by this in any way.
9. If the dissolution is attributable to the Other Party, the User will be entitled to claim damages from the Other Party, including but not limited to the costs incurred directly and indirectly as a result.
10. If the Other Party fails to comply with its obligations arising from the agreement and this non-compliance justifies dissolution, the User will be entitled to dissolve the agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or indemnification, whereas the Other Party will be obliged to pay compensation or indemnification on account of default.
If the Other Party fully or partially cancels an order that has been placed, the goods ordered or prepared for it, plus any transport and delivery costs thereof and the costs involved in the execution of the agreement, will be charged to the Other Party. 1. reserved working time, shall be charged in full to the Other Party.
The compensation for other cancelled orders or assignments amounts to 50-100% of the agreed order amount.
1. The Other Party shall be liable to third parties for the consequences of the cancellation and shall indemnify the User for claims of these third parties arising therefrom.
2. The agreement concluded between the parties shall end upon the death of the User or the Other Party or upon liquidation or dissolution of the company of either party.
Article 13 Retention of title
1. All items delivered by the User within the scope of the agreement will remain the User's property until the Other Party has properly fulfilled all obligations under the agreement(s) concluded with the User.
2. Items delivered by the User, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Other Party is not authorised to pledge or encumber in any other manner the items falling under the retention of title.
3. The Other Party must always do everything that may reasonably be expected of it to safeguard the User's property rights.
4. If third parties seize the items delivered under retention of title or wish to establish or assert rights to them, the Other Party will be obliged to inform the User thereof immediately.
5. The Other Party undertakes to insure and keep insured the items delivered under retention of title against fire, explosion and water damage and against theft and to submit the policy of this insurance to the User for inspection on demand. In the event of any insurance payment, the User will be entitled to this money. Insofar as necessary, the Other Party undertakes vis-à-vis the User to cooperate in everything that may be necessary or desirable in that context.
6. In case the User wishes to exercise its property rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User's property is located and to take those items back.
Article 14 Right of retention
1. User is authorised to suspend the delivery of the purchased or ordered goods as well as the return of the Other Party's goods under the User's control if and for as long as:
2. The Other Party does not pay the purchase costs of the goods or costs of the work or does not pay them in full;
3. The Other Party does not pay or does not pay in full the costs of previous services performed or goods delivered by the User;
4. The Other Party does not pay other claims arising from the contractual relationship with the User or not in full.
5. The User shall never be liable for any loss -of whatever nature- arising from the right of retention exercised by it.
Article 15 Force majeure
1. The User will not be obliged to fulfil any obligation towards the Other Party if it is prevented from doing so as a result of a circumstance that cannot be attributed to its fault, and for which it cannot be held accountable by virtue of the law, a legal act or generally accepted practice.
2. In these general terms and conditions force majeure is understood, in addition to its definition in the law and jurisprudence, to mean all external causes, foreseen or unforeseen, which the User cannot influence, but which prevent the User from fulfilling his obligations. This includes strikes in the company of the User or third parties. The User is also entitled to invoke force majeure if the circumstance preventing (further) compliance with the agreement occurs after the User should have fulfilled its obligation. 1. User may suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than two months, each of the parties shall be entitled to dissolve the agreement, without any obligation to pay compensation to the other party.
2. Insofar as the User has already partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and independent value can be attributed to the part already fulfilled or to the part to be fulfilled respectively, the User will be entitled to invoice the part already fulfilled or to be fulfilled respectively separately. The Other Party will be obliged to pay this invoice as if it were a separate agreement.
Article 16 Liability
1. If the Other Party demonstrates that it has suffered direct damage due to an attributable shortcoming resulting from or related to the User's execution of an order, the User's liability for only the direct damage, subject to mandatory provisions of law, will be limited to the payment made under the liability insurance taken out by the User in the case in question.
If no payment is made under this liability insurance, any liability shall be limited to a maximum of the amount invoiced or to be invoiced by the User on the basis of the agreement from which the damage results, excluding VAT.
1. The User shall never be liable for any trading loss, indirect damage or consequential damage suffered by the Other Party or third parties, including but not limited to losses suffered or loss of profit, stagnation in the regular course of business within the company of the Other Party or third parties, personal injury or immaterial damage.
2. The User shall never be liable for any form of damage suffered by third parties. The Other Party indemnifies the User against all third-party claims. If the User should be held liable by third parties, the Other Party will be obliged to assist the User at law and otherwise. All costs and damage on the part of the User and third parties will furthermore be at the Other Party's expense and risk.
3. The User will never be liable for damage suffered by the Other Party or third parties that is the result of an act or omission of auxiliary persons or third parties engaged by the User, even if they are employed by an organisation affiliated with the User. In such cases, the Other Party shall only have to turn directly to this auxiliary person or third party engaged.
4. The User will not be liable for damage caused to the Other Party or third parties as a result of
- the provision of incorrect or incomplete data or information by the Other Party to the User, or otherwise resulting from an act or omission by the Other Party;
- not checking delivered goods by the Other Party immediately after delivery;
- inexpert, incorrect or improper use of goods delivered by the User;
- use of goods delivered by the User for purposes other than those for which they are intended;
- a longer execution or delivery period than originally foreseen, regardless of the underlying cause;
- force majeure;
- errors or faults in used equipment or software;
- infringements of intellectual property rights or copyrights of third parties due to data or other information and documents provided by the Other Party;
- defects to goods wholly or partly processed or used by the Other Party.
1. The User will at all times be entitled, if and insofar as possible, to undo or limit the Other Party's damage by repairing or replacing the goods.
2. A claim for compensation for damage must be submitted to the User no later than 14 days after the Other Party discovered or reasonably could have discovered the damage, failing which the right to compensation for damage lapses.
If the User makes a mistake known to the Other Party during the performance of the services, it will be obliged to notify the User of this immediately after it had detected the mistake. 1. discovered or could have discovered. If he fails to report that error to the User, the latter shall not be liable for the damage.
2. The limitations of liability included in this article shall not apply if the damage is due to intent or gross negligence on the part of the User or his managerial subordinates or if mandatory legal provisions oppose this.
Article 17 Transfer of risk
1. The risk of loss, damage or reduction in value shall pass to the Other Party at the time at which goods are brought under the Other Party's control or at the time at which the goods are deemed delivered.
Article 18 Confidentiality and privacy
1. The parties are obliged to maintain confidentiality towards third parties who are not involved in the execution of the agreement. This confidentiality concerns all information of a confidential nature made available to them by the other party and the results obtained by processing it. This confidentiality shall not apply
so far as statutory or professional measures and other national or international regulations of similar scope impose a duty of disclosure on one of the parties, or so far as one party has released the other party from the duty of confidentiality.
This provision also does not prevent confidential collegial consultations within the organisations of the parties, insofar as they consider this necessary for the careful execution of the agreement or for the careful fulfilment of statutory or professional obligations.
1. User shall be entitled to use the numerical results obtained after processing, provided that such results cannot be traced back to individual Counterparties, for statistical or comparative purposes.
2. The User will not be entitled to use the information made available to it by the Other Party for a purpose other than that for which it was obtained, with the exception of the provisions of paragraph 2, and in the event that the User acts on its own behalf in disciplinary, civil or criminal proceedings, in which these documents may be relevant.
3. Subject to the User's express prior written consent, the Other Party shall not be permitted to disclose or otherwise make available to third parties the content of price quotes, order confirmations or other written or unwritten expressions of the User, except insofar as this arises directly from the agreement, is done to obtain an expert opinion on the relevant service provided by the User, the Other Party has a statutory or professional duty to disclose, or the Other Party is acting on its own behalf in disciplinary, civil or criminal proceedings.
4. The data and information provided by the Other Party to the User and collected by the User will be kept carefully and confidentially by the User.
5. The User may use the personal data originating from the Other Party solely and exclusively within the framework of the performance of its delivery obligation or the handling of a complaint. The User is not allowed to lend, rent out, sell or in any other way disclose the Other Party's personal data.
6. When visiting the User's website, the User may collect information from the Other Party on the use of the website by means of cookies. The information collected by the User through cookies may be used for functional and analytical purposes.
7. In case of breach of the confidentiality provisions, an immediately payable fine will be due by the Other Party to the User of €25,000 per breach without prejudice to the Other Party's obligation to compensate the resulting damage.
Article 19 Intellectual property
1. The User reserves all rights with respect to products of the mind which it uses or has used within the scope of the performance of the agreement with the Other Party, insofar as rights can exist or be established on those products in a legal sense.
The Other Party is expressly prohibited from providing, reproducing, publishing or exploiting those products, including but not limited to advice, offers, order confirmations, (model) contracts and other products of the mind, all in the broadest sense of the word, with or without the involvement of third parties, to third parties other than to obtain an expert opinion on the User's work. The agreement concluded between the parties does not include any 1. a single transfer or obligation to transfer an intellectual property right from the User to the Other Party.
2. The intellectual property rights used by the User under licence may never be modified, reproduced, disclosed or exploited by the Other Party.
3. The Other Party guarantees that it is entitled to use the data and documents originating from the Other Party and indemnifies the User against third-party claims due to infringement of intellectual property rights.
4. If the confidentiality provisions are violated, the Other Party will owe the User an immediately payable fine of €25,000 per violation without prejudice to the Other Party's obligation to compensate for the resulting damage.
Article 20 Applicable law and disputes
1. Dutch law will apply exclusively to all legal relationships to which the User is a party, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is hereby explicitly excluded.
2. The court in the User's place of business is exclusively competent to take cognisance of disputes, unless the law imperatively prescribes otherwise. Nevertheless, the User shall be entitled to submit the dispute to the court competent by law.
3. Parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.
Article 21 Location and amendment of terms and conditions
1. These terms and conditions have been filed at the Chamber of Commerce in Rotterdam.
2. The most recently filed version or the version valid at the time the legal relationship with the User was established shall always apply.