General Terms & Conditions

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ARTICLE 1. DEFINITIONS
ARTICLE 2. SCOPE OF APPLICATION
ARTICLE 3. OFFERS, EFFECTUATION OF CONTRACTS AND SPECIFICATIONS OF PRODUCTS
ARTICLE 4. TERMS OF DELIVERY
ARTICLE 5. PRICES
ARTICLE 6. PAYMENT
ARTICLE 7. COMPLAINTS
ARTICLE 8. WARRANTY
ARTICLE 9. RETENTION OF TITLE
ARTICLE 10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
ARTICLE 11. LIABILITY
ARTICLE 12. FORCE MAJEURE
ARTICLE 13. PRODUCT RECALL
ARTICLE 14. RESCISSION
ARTICLE 15. CHOICE OF LAW AND FORUM
ARTICLE 16. MISCELLANEOUS

ARTICLE 1. DEFINITIONS
AS USED HEREIN, THE FOLLOWING TERMS HAVE THE MEANINGS INDICATED:

A. Seller: Orlaco Products B.V. and/or subsidiaries and/or group companies as referred to in articles 2:24a and 2:24b of the Dutch Civil Code, as well as their successors in law.

B. Customer: any entity with which the Seller has concluded a Contract or with which the Seller is in the process of discussing or negotiating the possible conclusion of a Contract or to which the Seller has made an offer as well as his successors in law.

C. Conditions: these General Terms and Conditions of Sale and Supply.

D. Contract: each and every agreement regarding the supply of Products between Seller and Customer, as well as each change therein or addition thereto, as well as any (legal) transaction in preparation or execution of such agreement.

E. Products: Products supplied by Seller to Customer under the Contract.

F. Background IP Rights: any and all IP Rights relating to the Products existing or originating on the effective date of the Contract.

G. Foreground IP Rights: any and all IP Rights relating to the Products generated or originated by any of the parties after the effective date of the Contract.

H. IP Rights: any and all tangible and intangible: (i) rights associated with works of authorship, including copyrights, moral rights, neighboring rights, and derivative works thereof, (ii) trademark and trade name rights, (iii) knowhow and trade secret rights, (iv) patents, design rights, and other industrial property rights, and, (v) all other intellectual property rights (of every kind and nature however designated) whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof in connection with the Products.

ARTICLE 2. SCOPE OF APPLICATION

1. Except in the event that Seller and Customer deviate from the Conditions in writing, these Conditions shall be applicable to all offers, quotations or proposals, order confirmations, Contracts and to all (other) actions and legal transactions between Seller and Customer.

2. Customer accepts the applicability of the Conditions through the sole fact of enquiring and/or ordering from Seller.

3. The applicability of any general terms and conditions used by Customer is expressly rejected by Seller, unless these are accepted in writing by Seller in respect of any specific transaction.

ARTICLE 3. OFFERS, EFFECTUATION OF CONTRACTS AND SPECIFICATIONS OF PRODUCTS

1. All offers, quotations or proposals issued by Seller shall be without engagement to Seller, unless stated otherwise in writing.

2. An offer, even if it is irrevocable, may be withdrawn by Seller, if the withdrawal reaches Customer before or at the same time as the acceptance of the offer.

3. A Contract is concluded at the moment when accepted or confirmed in writing by Seller or after Seller started to perform the Contract.

4. A reply to an offer, quotation or proposal of Seller by Customer, which purports to be an acceptance, but contains additions, limitations or other modifications is considered to be a rejection of the offer, quotation or proposal and constitutes a counter offer.

5. Seller can only be bound by changes or additions to, an expansion of and/or deviation from the Contract or these Conditions if they are confirmed on behalf of Seller in writing followed by written confirmation by a person who is duly authorized to represent Seller. Such changes, additions, expansions and/or deviations shall only be valid in respect of the specific Contract in which they have been agreed upon.

6. Documentation materials in or accompanying any offer, quotation, proposal or Contract in any form, are, unless stipulated otherwise in writing, for information purposes only and shall not be binding to Seller. Seller will observe the utmost care in providing any statements of prices, numbers, sizes, weight, colors, pictures, performance and/or other (technical) specifications of the Products. Documentation, samples, drawings or models shown or provided are only indications of the Products concerned, and Customer cannot derive any rights therefrom. Seller does not guarantee the absence of any deviations. Seller makes a reservation with regard to in the branch usual margins.

7. Customer undertakes to provide such data, information, specifications and/or samples/goods as requested by Seller and/or necessary and required for the execution of the Contract. These data, information, specifications and/or (samples of) goods must be complete and correct. If Customer provides or must provide any data, information, specifications and/or (samples of) goods for the execution of the Contract, Customer will be fully responsible for these data, information, specifications and/or samples, and the timely supply thereof. Seller accepts no liability with regard to such data, information, specifications and/or samples.

8. Any technical requirements by Customer with regard to the Products to be supplied that deviate from the normally applicable requirements shall be made known by Customer to Seller in writing prior to the conclusion of the Contract.

ARTICLE 4. TERMS OF DELIVERY

1. Seller will deliver the Products, hand over any documents relating to the Products and transfer the ownership of the Products as required by the Contract and these Conditions.

2. Seller will deliver the Products free from any right or claim of a third party, unless Customer agreed to take the Products subject to that right or claim, with the exception of a reservation of title in the normal course of business.

3. Any agreed delivery time (lead time) of the Products will not be considered as absolute, unless agreed otherwise in writing. Seller shall use its best efforts to execute any Contract within the term agreed upon and shall forthwith notify Customer in case of an expected delay. In case of late delivery or late completion of the order, Seller shall only be in default upon notification of default in writing, providing Seller with the opportunity to perform within a reasonable period, and Seller remains in default of its obligations after the aforesaid period. For exceeding of any delivery time by Seller, Customer shall not be entitled to any damages, nor will Customer be entitled to suspend, rescind or terminate the Contract.

4. The delivery time commences on the date the Contract is effectuated. If Seller requires data or auxiliaries for the execution of the Contract that have to be provided by Customer, the delivery time will start to run on the date that all required data or auxiliaries are in the possession of Seller if and when that is later than the date of effectuation of the Contract.

5. Seller shall at all times be entitled to deliver the Products in installments. In the event of a delivery in installments, Seller shall be entitled to invoice each partial delivery separately.

6. Delivery of the Products shall take place in accordance with the trade term of the ICC Incoterms 2010 stated in the offer, quotation, proposal, order confirmation or Contract (most recent version of the Incoterms of the International Chamber of Commerce in Paris), in the absence of which the delivery shall be deemed to take place Ex Works (EXW) warehouse of Seller in the Netherlands.

7. Seller shall notify Customer as soon as possible of the time and place of delivery. Delivery shall be deemed to have taken place at the time when the Products are made available by Seller to Customer.

ARTICLE 5. PRICES

1. All prices for the Products are in Euros, net cash, without reduction and exclusive of VAT and any other taxes, duties, levies, costs and charges owed at the time of delivery, inclusive of packaging and in accordance with the trade term of the ICC Incoterms 2010 as determined in the offer, quotation, proposal, order confirmation or Contract, unless agreed otherwise in writing.

2. Any changes in factors affecting the price for the Products or Seller’s additional costs, including, but not limited to

purchase prices, (raw) material prices, exchange rates, import and export duties and other levies due upon import or export, insurance rates, freight rates and other levies or taxes after the conclusion of the Contract entitles Seller to recharge the prices accordingly to Customer. In case the consequence of this provision causes a price increase of more than 10% within three months after the conclusion of the Contract, Customer has the right to cancel the relevant parts of the Contract in writing within five days upon notification in writing of the price increase without being entitled to any damage compensation.

3. Customer shall indemnify Seller against all damage, loss and/or cost that may ensue for Seller from the fact that Customer is not properly registered for VAT or similar tax purposes and/or that Customer has issued incorrect information or data or has not on time issued information or data to Seller.

ARTICLE 6. PAYMENT

1. Customer shall pay all invoices and the amounts due to Seller in Euros within 30 days after the invoice date without deduction, suspension, set-off or discount to the bank account designated by Seller on the invoice, unless agreed otherwise in writing.

2. The agreed-upon term of payment is final. As from that date Customer shall be obliged to pay the statutory commercial interest applicable in the Netherlands at that time (article 6:119a Dutch Civil Code) plus 2% until full payment is received without any further notice of default being required. After the end of each month the amount on which interest is due shall be increased by the interest due for that month.

3. All extra-judicial and judicial costs, internal as well as external, incurred by Seller, where Seller has become involved in any way in a judicial procedure against Customer, both as plaintiff and defendant, will be borne by Customer. The extra-judicial collection costs will be determined in accordance with the graduated calculation of extra-judicial collection costs (‘Staffel buitengerech-telijke incassokosten)’. The judicial costs will be set at the actual amount paid by Seller relating to the proceedings, even where these costs exceed the liquidated legal costs.

4. In case of late payment any adverse exchange rate difference shall be for the account of Customer. Reference dates are the due date of the invoice and the date of payment.

5. Payments made by Customer, will, notwithstanding the description, first be credited with costs, subsequently with interest and thereafter with invoices in the order of their age, also if not yet mature.

6. Seller shall at all times be entitled (i) to require Customer to give proper security for the performance of all its obligations under the Contract in a manner as will be deemed sufficient by Seller or (ii) to demand that Customer pays the purchase price for the Products in advance. Failing immediate provision of such security or advance payment, Seller will be entitled to suspend further execution of the Contract until such time as Customer will have provided the required security or payment in advance.

ARTICLE 7. COMPLAINTS

1. Customer shall inspect the Products immediately upon delivery or, if that is earlier, after receipt by it or any third party acting on its behalf.

2. Seller shall be informed in writing of any complaints concerning the Products, specifying (i) the Products concerned, (ii) the date of purchase and (iii) the nature of the defect (‘Field Incident Report’ (“FIR”)).

3. In case of visible deficiencies in the Products and/or failing quantities of the Products, Customer must submit a FIR to Seller in writing within five working days after receipt of the Products and record these deficiencies and/or shortfalls on the relevant transport document.

4. For all other complaints with regard to the Products, Customer must submit a FIR to Seller in writing within five working days after the date on which the shortcomings and/or shortfalls became known or might reasonably have been expected to become known to Customer.

5. Customer must notify Seller in writing of any complaints relating to the level of the invoiced amount within five working days after receipt of the invoice, giving a description of the complaints.

6. Any failure by Customer to declare default within the time specified in paragraph 3, 4 and 5 above, shall result in the loss of any claims whatsoever in this respect.

7. Complaints of any nature whatsoever will not postpone Customer’s obligations to pay and can only be brought to Seller’s notice in writing within the periods laid down in this article ‘complaints’.

8. In any event, all claims of Customer will become time-barred unless legal proceedings will have been instituted before the Court of competent jurisdiction within twelve months after the date of delivery, or the date that delivery should have been made.

ARTICLE 8. WARRANTY

1. Unless it has been expressly agreed otherwise in the Contract, Seller warrants that the Products are of the quantity, quality and description required by the Contract and are contained or packaged in the manner required by the Contract for a period of twenty-four (24) months after delivery of the Products.

2. Except where the parties have agreed otherwise in writing, the Products are not fit for any particular purpose or use and do not possess any particular qualities, and Seller will accordingly not be liable for any lack of conformity of the Products.

3. The warranty does not apply in case of the following:

Minor deficiencies or deviations, which fall within the levels of tolerance as accepted in good commercial practice;
The Products have been used for a purpose other than that for which they are normally or specifically intended;
The Products in the opinion of Seller have been used, maintained, assembled, installed, stored or transported injudiciously;
The Products have been repaired, altered or processed by Customer or a third party, without the consent of Seller;
Installation, setting, repair or modifications carried out by persons not authorized by Seller;
The damage has been caused by Customer or a third party having acted contrary to Seller’s instructions, indications and advice;
The defect is caused by normal wear and tear;
The defects ensue from any government regulation with regard to the Products or the manufacturing or use thereof.
Unsuitable environmental conditions, excessive or inadequate heating or excessive air conditioning or other irregularities;
Negligence, incorrect usage or misuse including, but not limited to, usage which does not comply with the prescribed operating conditions;
Customer has not fulfilled its obligations towards Seller (both financially and otherwise).

4. Seller will determine, in its sole and absolute discretion, whether any warranty claim is covered under Seller’s warranty. In the event that Seller deems a warranty claim justified, it shall at its sole discretion, deliver a new Product or new components (after which the replaced Products or components shall become the property of Seller) or repair the Products free of charge within a reasonable period upon receipt of the claim or give a price reduction or send a credit invoice.

5. New products or components under warranty will be delivered in accordance with the trade term of the ICC Incoterms 2010 stated in the original offer, quotation, proposal, order confirmation or Contract. Troubleshooting at the spot will be for the account and risk of Customer, including, but not limited to disassemble, assemble, mounting, installation, set-up and/or connection of the Products.

6. The Products must be made available to Seller for examination upon first request, freight pre-paid by Customer. Customer shall not be entitled to return any Products without a material return authorization of Seller. The costs of any returns shall be for Customer and the Products will remain at its risk.

7. If Seller delivers Products to Customer which Seller has obtained from its supplier(s), Seller shall never be bound by any warranty or liability towards Customer that extends beyond the warranty or liability that Seller can claim of its supplier(s).

8. Customer’s exclusive remedy and Seller’s total liability for breach of the warranty provided above, shall be those set in forth in this article ‘warranty’. Customer explicitly waives all other rights or claims he may have against Seller under the applicable law.

ARTICLE 9. RETENTION OF TITLE

1. Notwithstanding the actual delivery, the title to the Products will pass to Customer only after it has fully paid any amounts in connection with Products delivered or to be delivered due to Seller, including the price for the Products, any surcharges, interest, taxes and expenses that may be due in accordance with the Contract or these Conditions as well as any activities that may have been performed or are to be performed by virtue of such Contract. The subject to retention of title delivered Products will be for the account and risk of Customer.

2. As long as the title to the Products has not passed to Customer, Customer shall not be entitled to treat, process, sell or deliver the Products to third parties or have third parties use them, to pledge them or otherwise encumber them in any way or position them out of control.

3. Customer shall preserve and store the Products delivered to it subject to retention of title carefully and as Seller’s recognizable and identifiable property and have them insured against the risk of normal business risks. Upon Seller’s first request to that effect, Customer shall assign any and all rights towards the insurers involved to Seller.

4. If and as long as Seller is the owner of the Products, Customer shall notify Seller without delay in the event that any part of the Products should be lost or damaged, or in the event that the Products should be seized and/or other claims are laid on (any part of) the Products. Furthermore, Customer shall inform Seller upon its first request where the Products in respect of which Seller has retained its title, are located.

5. Seller shall at all times be entitled to reclaim the Products delivered to Customer subject to retention of title without any notice of default being required, in case Customer has not fulfilled any of its obligations or Seller expects that Customer will not fulfil its obligations. Customer hereby unconditionally and irrevocably gives its permission and shall lend every co-operation to Seller or to a third party designated by it, to enter all locations where Seller’s property will be located and to remove said property if and when Seller wishes to exercise its rights of ownership. The costs of such reclaim will be for the account of Customer.

ARTICLE 10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

1. All IP Rights with regard to the Products shall be owned by Seller. Background IP Rights are and shall remain the exclusive property of Seller. The parties shall immediately notify each other of any Foreground IP Rights. Foreground IP Rights shall be owned by Seller, regardless of which party has made the development. As far as necessary, Customer will execute all formalities to ensure that the Foreground IP Rights will be transferred to and can be registered (if possible) in the name of Seller.

2. Customer undertakes not to infringe or to attack Seller’s IP Rights in any way, directly or indirectly, by use or otherwise and acknowledges that Seller is the beneficiary with regard to these rights.

3. Nothing in the Contract or these Conditions shall be deemed to transfer any IP Right to Customer or grant to Customer a license or other right to use Seller’s IP Rights, except as expressly provided in the Contract.

4. Customer and Seller will maintain all of the confidential information as defined below of the other party in trust and confidence and will not disclose or disseminate any of this confidential information to any third person or use any of this confidential information for any unauthorized purpose. ‘Confidential Information’ means nonpublic information relating to (i) a party and its enterprises and business, (ii) affiliated companies of a party as referred to in article 2:24a of the Dutch Civil Code (subsidiaries), article 2:24b of the Dutch Civil Code (group companies) and article 2:24c of the Dutch Civil Code (participations) and their enterprises and businesses that should reasonably be understood, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to a party, and includes, without limitation, proposals, business plans, marketing plans, financial information, technical information and specifications, customer and prospect lists and information, personnel information and contract information, products, product information, services, properties, methods of operation, photo’s, trade secrets, patents, inventions, discoveries, know-how, and other intellectual property. Confidential Information may be disclosed in written or other tangible form (including on magnetic or optical media) or by electronic, oral, visual or other means.

5. Immediate upon first written request of Seller, Customer shall return to Seller all originals and copies of all documents and information in any form and all goods belonging to Seller, which have been made available within the scope of any offer, quotation, proposal or Contract.

ARTICLE 11. LIABILITY

1. Any liability on the part of Seller for an imputable failure to comply with the Contract or on any other grounds is limited to the amount that Seller receives from its insurer under its commercial liability insurance in relation to the damage for which Customer has held Seller liable.

2. If no insurance payments are made in relation to the damage in question, the liability of Seller is limited to the invoice value of the Product in relation to the damage for which Purchaser has held Seller liable.

3. In no circumstances will Seller be liable to Customer for any special, consequential, indirect, criminal or incidental loss, including but not limited to losses caused by delays, lost profits, lost savings, increased operational costs, damages caused by Customer's customers, loss of customers, loss of goodwill, etc., howsoever caused, regardless of the basis of liability, and regardless of whether it was advised in advance of the possibility of such damages arising in any way from the Contract or otherwise.

4. The restrictions and exclusions referred to in paragraphs 1 - 3 above do not apply insofar as the damage in question is caused by an intentional act or gross negligence of the management of Seller.

5. Save where compliance by Seller is permanently impossible, Seller’s liability on the grounds of imputable failure to comply with the Contract arises only if Seller receives notice of default in writing from Customer immediately, in which a reasonable period is allowed to remedy the failure, and Seller remains in default of its obligations after the aforesaid period. The notice of default must describe the shortcoming in as much detail as possible and as completely as possible, in order to give Seller the opportunity to respond adequately.

6. Any claim for damages against Seller is extinguished automatically twelve months after the inception of the claim.

7. Customer covenants, warrants and represents that it is the beneficiary of any data, information, specifications and/or samples provided to Seller within the scope of a Contract and that the use thereof does not constitute an infringement or breach of any right belonging to third parties. Customer indemnifies Seller in this respect against any claims and impending claims by third parties against Seller and the costs (including reasonable legal fees) of defense against such claims.

ARTICLE 12. FORCE MAJEURE

1. Force majeure is defined, in addition to the definitions in the law and case law, as being any external cause foreseen or unforeseen, provided against or not, that is beyond Seller’s control, including, but not limited to the circumstance where suppliers and/or sub-contractors of Seller fail to comply with their obligations at all or on time, weather circumstances, earthquakes, fire, loss or theft of tools, lack of raw materials, the loss of materials to be processed, roadblocks, strikes or stoppages, import or commercial restrictions, legal restrictions, government measures as a result of which Seller is (temporarily) unable to comply with its obligations (whether in full or in part), etc.

2. During periods of force majeure the delivery and other obligations of Seller are suspended. If the period during which Seller is unable to comply with its obligations due to force majeure should last longer than three months, the parties shall be authorized to rescind the Contract, without there being any obligation to pay damages.

3. In the event that Seller should, upon origination of the force majeure, have fulfilled its obligations in part already, or is able to only fulfill its obligations in part, it shall be authorized to invoice any portion already delivered or, as the case may be, any portion separately deliverable and Customer shall pay this invoice as if it were a separate Contract.

ARTICLE 13. PRODUCT RECALL

1. Customer agrees to maintain complete and accurate books and records as they relate to the Products and will maintain a database which facilitates the ability to verify the history, location, or application of the Products by means of documented recorded identification, and to comply with any and all traceability programs in effect at any time as initiated by Seller.

2. Seller shall promptly notify Customer if any of the Products becomes the subject of a voluntary or government mandated product recall, correction or removal and Customer shall promptly comply with and any and all such product recall, correction or withdrawal notices and provide reasonable assistance to Seller in connection with any such recall, correction or removal.

3. The determination of a product recall, correction or removal is the sole responsibility of Seller and Customer may not initiate any recalls without prior written consent of Seller.

4. Customer will notify Seller immediately and confirm such notice in writing if it obtains information indicating that any of the Products may have to be recalled, either by virtue of the applicable law or good business judgment.

5. Seller will be responsible for communicating with the regulatory authorities with respect to the product recall, correction or removal, except where customer is required by the applicable law to communicate with the local regulatory authority in which case Customer shall be responsible for communicating with the local regulatory authorities but after discussing the proper response with Seller and obtaining Seller’s prior written approval for such response.

6. In the event of a recall of any of the Products, Customer will cooperate fully with Seller in effecting such recall, including without limitation, promptly contacting any purchasers of Product(s) that Seller desires to be contacted and promptly communicating to such purchasers the information or instructions Seller desires to be transmitted.

7. All costs and expenses associated with implementation of a recall shall be borne by: (a) Seller, if the recall results from the fault attributable to Seller; or (b) Customer, if the recall results from the fault attributable to Customer; provided, that each party will provide, at its expense, any assistance reasonably requested by the other party in connection with the implementation of any recall pursuant to this article ‘product recall’.

8. Seller shall require Customer to develop written policies and procedures for product recall, correction, and/or removal and shall submit them to Seller for review. Customer shall incorporate any of Seller’s proposed comments to the recall policies and procedures when such proposals are reasonable. At Seller’s request Customer shall promptly provide the written policies and procedures and send the same to Seller.

ARTICLE 14. RESCISSION

1. Seller shall have the right to rescind the Contract in full or in part or to suspend the execution, with immediate effect, without judicial intervention, notwithstanding the other rights to which Seller is entitled (claim performance and/or compensation), where:

Customer acts in contravention of any provision of the Contract or these Conditions;
Customer applies for suspension of payment or has been granted suspension of payment;
Customer makes an application for bankruptcy or is declared bankrupt;
The business of Customer is shut down or liquidated;
A composition of creditors is offered;
A considerable part of Customer’s assets have been seized;
Customer transfers its operations to a third party.

2. In the cases described in the paragraph 1 above, any claim against Customer shall be immediately payable, without Seller being held to any compensation or guarantee, and Seller shall be entitled to immediately take back the Products concerned. Customer shall take such measures as to enable Seller to exercise its rights.

ARTICLE 15. CHOICE OF LAW AND FORUM

1. All offers, quotations or proposals issued by Seller, any Contracts and these Conditions shall be governed by the laws of the Netherlands.

2. Any and all disputes arising in connection with, ensuing from or relating to the Contract, further contracts resulting there from or these Conditions between Seller and a Customer domiciled in one of the Member States of the European Union shall be settled by the competent court in the district of Amsterdam, the Netherlands, with the exclusion of all other courts.

3. Any and all disputes arising in connection with, ensuing from or relating to the Contract, further contracts resulting there from or these Conditions between Seller and a Customer domiciled outside of the European Union shall be settled in accordance with the Rules of The Netherlands Arbitration Institute (‘Nederlands Arbitrage Instituut’). The place of arbitration shall be Amsterdam. The arbitral procedure shall be conducted in the English language.

ARTICLE 16. MISCELLANEOUS

1. These Conditions and the Contract, including any subsequent assignment or amendment or supplemental assignment are in the English language only, which language shall be controlling in all respects, and all versions in any other language shall be for accommodation only and shall not be binding upon the parties. All communications made or given pursuant to these Conditions and the Contract shall be in the English language.

2. In the event of a conflict between the Contract, including any subsequent assignment or amendment or supplemental assignment, and these Conditions, the Contract shall prevail.

3. Seller shall be entitled to alter these Conditions or make any additions thereto unilaterally. Seller shall notify Customer thereof in writing. Customer accepts such modifications and additions in advance.

4. The most recently registered version or, as the case may be, the version applicable at the time of effectuation of the Contract in question shall be applicable at any time.

5. All notices under the Contract and/or these Conditions shall be sent by registered mail, commercial overnight courier, facsimile or email, in each case addressed to the address designated by like notice from time to time. A notice served by the sending party shall only have effect towards the receiving party if the sending party can produce the following documents: (i) a notice of receipt if sent by registered mail; (ii) a notice of receipt if sent by commercial overnight courier; (iii) an auto-generated digital notice of successful delivery if sent by fax; or (iv) a digital receipt of successful delivery if sent by email.

6. In the event that particular provisions or requirements of this Conditions are in violation of Dutch law or mandatory rules of the law of the country in which Customer is domiciled, the validity of other provisions or requirements shall not be affected thereby and shall be enforced and remain in full force and effect. In the place of the null or invalid provisions a suitable regulation shall apply which approximates as closely as possible with the intention of the parties and the economic result aimed for by them in a legally effective way.