Article 9 Quality
9.1 Supplier guarantees that the Goods and / or Services delivered comply with the Agreement and that the Goods and / or Services meet the conditions that have been agreed, are free from shortcomings, are suitable for the by Kiremko stated purpose and comply with legal requirements and (other) government regulations as well as safety and quality standards as they apply at the time of concluding and executing the Agreement.
9.2 If and as soon as Supplier becomes aware of a problem in the quality of the Goods and / or Services, he must immediately inform Kiremko in writing and provide Kiremko with all data, including date of production, quantity and the traceability of the Goods and / or Services and the possible (health) risks associated with the defective Goods and / or Services. In addition, Supplier will inform Kiremko about the actions already taken by Supplier and Supplier will draw up a proposal with corrective actions.
9.3 As long as the defective Goods and / or Services have not been repaired or replaced by Supplier and the lack is of an essential nature , Kiremko is entitled to suspend payment for these Goods and / or Services in whole or in part and / or to claim full compensation.
9.4 If, after consultation with Supplier, it must be reasonably assumed that Supplier cannot provide timely or properly repair or replacement , Kiremko has the right to carry out repair or replacement himself at the expense of Supplier or to have it carried out by a third party.
9.5 If, regardless of the results of any inspection or check, the Goods prove not to comply with the provisions of Article 9.1, all rights of Kiremko remain unaffected.
9.6 Kiremko will inform Supplier of the standards to which the Goods must comply and the certification that Supplier needs to have.
Article 10 Warranty
10.1 Unless otherwise agreed, a full warranty of at least 12 months and a maximum of 18 months applicable from the time of delivery, applies to the Goods and Services provided.
10.2 The warranty period commences at the moment that the Delivery is considered to be accepted, as determined in article 6.14 of these Purchase Conditions. If a Defect has arisen with regard to the defective Good, the warranty period (at least 12 months unless otherwise agreed) starts again from the moment that Supplier has repaired the defect or replaced the Good.
10.3 All Defects occurring during the warranty period will be fully repaired by Supplier free of charge and after first notification from Kiremko within a reasonable period determined by Kiremko. If the Defects are not repaired within the aforementioned period or if it must be assumed from facts or circumstances that this period is not going to be met, Kiremko is entitled to have these activities carried out by a third party at the expense and risk of Supplier without dismissing him of the warranty obligations entered into by him.
Article 11 Inspection
11.1 Kiremko is always entitled to inspect (or have inspected) Goods during production, processing and storage and after delivery.
11.2 At Kiremko's first request, Supplier will grant Kiremko or his representative access to the place where the production, processing or storage of the Goods (or parts thereof) takes place or is to take place. Supplier will cooperate in the inspection without charging any costs.
11.3 If an inspection as referred to in this article cannot take place at the intended time due to the actions of Supplier or if an inspection has to be repeated, the costs arising for Kiremko will be borne by Supplier.
11.4 In the event of rejection of (a part of) the Goods and / or Services supplied, Supplier will arrange for repair or replacement of (that part of) the Goods and / or Services within 5 working days.
11.5 If Supplier does not (timely) comply with the obligation referred to in the previous paragraph, Kiremko is entitled to purchase the necessary Goods and / or Services from a third party, or to take the necessary measures himself or have them taken by a third party for account and risk of Supplier.
11.6 If Supplier does not collect the rejected Goods within 5 working days, Kiremko has the right to return the Goods to Supplier at his expense.
11.7 The inspection of the Goods by Kiremko does not imply an acknowledgment that the Goods conform to the Agreement.
Article 12 Confidentiality
12.1 The Parties will observe strict confidentiality with regard to the (company) information and data provided by the other Party. The parties will not, directly or indirectly, in any way (orally, in writing, using social media, through other (electronic) means or otherwise) make information available to third parties, except insofar as it is permitted in the context of the Agreement, if the disclosure is made on the basis of a legal obligation to provide information or if the disclosure is made with the prior written consent of the other Party.
12.2 The Parties will save the Confidential Information with at least the same security level as the confidential information of the Party itself.
12.3 The Parties will only disclose the Confidential Information to their employees or corporations deployed by them insofar as this is necessary for the performance of the Agreement. The Parties will impose this obligation of confidentiality on persons engaged by them in the performance of their obligations.
12.4 The Parties are not permitted, without the prior written consent of the other Party, to give any form of publicity to the performance of the Agreement and to maintain direct or indirect contact with the Parties' customers in connection therewith.
12.5 The confidentiality obligation will remain in force for a period of two years after termination of the Agreement, regardless of the ground of termination.
12.6 Violation of the confidentiality obligation by a Party and / or by its employees and / or corporations engaged by it constitutes a shortcoming in the fulfillment of the obligations under the Agreement towards the other Party.
Article 13 Intellectual property
13.1 Unless otherwise agreed in writing, Supplier retains the copyrights and all intellectual property rights of his offers, designs, images, drawings, models, test models, software and suchlike. Supplier hereby grants a non-exclusive unconditional, transferable, free and worldwide license to Kiremko to make use of the provided offers, designs, images, drawings, models, test models, software and suchlike.
13.2 If the work performed by Supplier in the context of the performance of the Agreement or in the pre-contractual request on behalf of Kiremko leads to the realization of the final result, these rights will, unless the Parties have explicitly agreed otherwise in writing, rest with Kiremko.
13.3 Supplier indemnifies Kiremko against claims from third parties regarding an (alleged) infringement of intellectual property rights of those third parties. At Kiremko's first request, Supplier shall assume the defense of any proceedings that may be instituted against Kiremko for infringement of the intellectual property rights of a third party. Supplier also indemnifies Kiremko against all damage and costs that it may be ordered to pay in such proceedings. In the event of an alleged infringement of the intellectual property right of a third party, Supplier will take all measures at his expense to prevent stagnation of Kiremko's business operations and to limit the costs and / or damage to be incurred by Kiremko as a result thereof.
Article 14 Transfer and substitution
14.1 Supplier is for execution of his obligations under the Agreement not allowed to substitute another person for him, in whole or in part, without the prior written consent of Kiremko.
14.2 If Kiremko grants permission for the provisions of 14.1, he has the right to attach conditions to the permission.
14.3 In the event that Kiremko has granted Supplier permission to engage a third party for the performance of his obligations, Kiremko may withdraw his permission if, in Kiremko's opinion, the third party does not comply in any way with what may be expected of the third party or other reasonable grounds. In that case, following the withdrawal of the permission, Supplier will carry out the obligations himself or have them performed by another third party approved in writing by Kiremko following the withdrawal of the permission.
14.4 In urgent cases and, in addition, if, after consultation with Supplier, it must reasonably be assumed that Supplier cannot or will not fulfill his obligations under the Agreement, or will not fulfill them timely and properly, Kiremko is authorized to require that Supplier has the Agreement performed at his expense and risk, outsourcing all or part of it to a third party or parties designated by Kiremko. This does not relieve Supplier of his obligations under the agreement.
Article 15 Liability and insurance
15.1 Supplier will be attributable to shortcomings towards Kiremko if the Goods and / or Services do not meet the qualifications and guarantees as described in Article 9, when Supplier is acting in a manner not befitting a good, careful, professional knowledgeable Supplier or after he has been given a written notice of default by Kiremko to rectify the shortcoming, if possible, within a reasonable period of time.
15.2 If Kiremko purchases Goods and / or Services for use in one of his projects and the Goods and / or Services show defects, Kiremko will not be liable for costs arising from this defect such as, but not limited to, damage, personal injury and consequential damages.
15.3 Kiremko is not liable for suffered damage or future damage incurred by Supplier, his personnel or third parties as a result of or in connection with the performance of the Agreement, including safety defects in the sense of product liability and working condition regulations in general and / or a defect in the delivery of Goods and / or Services and / or auxiliary means and / or any installation and / or assembly thereof, acts or omissions of Supplier, his personnel or those involved in the performance of the Agreement.
15.4 Supplier indemnifies Kiremko against claims from third parties, including compensation for damage on the basis of liability as referred to in 15.2 and 15.3 and will, at Kiremko's first request, reach a settlement with those third parties, or take legal action, instead of or jointly with Kiremko defenses - all this at the discretion of Kiremko - against claims as referred to above.
15.5 For the purposes of article 15.4, Kiremko personnel and employees are also regarded as third parties.
15.6 For the application of article 15.4, customers of Kiremko who have received (part of) the Goods and / or Services delivered via Kiremko are also regarded as third parties.
15.7 Supplier will take out adequate insurance against the liability referred to in this article and, if desired, will allow Kiremko to inspect the insurance policy taken out for this purpose.
15.8 If Kiremko can be held liable, with due observance of the foregoing, this liability is limited to the insured amount that is eligible for payment under Kiremko's (business) liability insurance. If the damage is not covered by the insurance or the insurer does not pay out, the liability is limited to a maximum of twice the invoice amount of the relevant agreement, but at all times with a maximum of € 5,000.
Article 16 Force majeure
16.1 Supplier has the right to suspend his obligations insofar as performance of the Agreement is prevented or made unreasonably onerous by force majeure, being one of the following circumstances: labor disputes and any other circumstance beyond the control of the Parties, such as fire, war, extensive military mobilization, insurgency, requisition, seizure, embargo, restrictions on energy use, currency and export restrictions, epidemics, natural disasters, exceptional natural phenomena, terrorist actions, as well as failures or delays in supplies by suppliers due to one of the circumstances mentioned.
16.2 A circumstance referred to in Article 16.1, irrespective of whether it occurs before or after the conclusion of the Agreement, only gives the right to suspension if its consequences for the performance of the Agreement could not be foreseen at the time of the conclusion of the Agreement.
16.3 The Party that invokes force majeure must immediately inform the other Party in writing of the occurrence and the cessation of such a circumstance. If a Party fails to make this notification, the other Party is entitled to compensation for additional costs that it could have avoided had it received the said notification.
16.4 If force majeure prevents Supplier from fulfilling the obligation, the latter will reimburse the costs incurred by Kiremko for securing and protecting the Goods.
Article 17 Termination
17.1 Kiremko and Supplier may terminate the Agreement prematurely for serious reasons. In such cases, Supplier is obliged to limit the damage for Kiremko as a result of termination, if and insofar as this may reasonably be required of him in the given circumstances, in view of, among other things, the recovery for the attached costs and the grounds for termination.
17.2 If Supplier fails to fulfill the Agreement concluded between the Parties by failing to comply with one or more of his obligations under the Agreement or other agreements ensuing therefrom, as well as in the event of bankruptcy or suspension of payment and in the event of cessation, liquidation, dissolution or takeover or any comparable situation of Supplier's company, Supplier is legally in default and Kiremko has the right to cancel the agreement in whole or in part without notice of default and without judicial intervention by means of a written notification to Supplier. In that case Kiremko is also entitled to suspend his payment obligations and / or to assign the execution of the agreement in whole or in part to third parties, without Kiremko being obliged to pay any compensation, without prejudice to any further rights accruing to Kiremko, including is right to full compensation.
17.3 All claims that Kiremko may have or acquire on Supplier in these cases will be immediately and fully due and payable without discount or set-of.
Article 18 Applicable law
18.1 The Agreement concluded with Kiremko is exclusively governed by Dutch law. All disputes between the Parties with regard to the Agreement, including agreements arising therefrom or with regard to these Purchase Conditions, will be settled in the first instance by the competent court of the city of Utrecht.
18.2 The parties explicitly agree that the Vienna Sales Convention ("the United Nations Convention on Contracts for the International Sale of Goods (CISG)") will not apply between the parties.