General Terms and Conditions
Article 1 – Definitions
1. In these General Terms and Conditions the following terms shall have the following meanings, unless explicitly otherwise stated:
– Ap-art: the party stipulating these General Terms and Conditions;
– Buyer: the party that has accepted the applicability of these General Terms and Conditions in the ordinary course of its business or profession, either by signing a document or in any other way.
– Products: all goods produced and/or supplied by Ap-art.
Article 2 – Scope
1. The provisions of these General Terms and Conditions shall apply to all offers made and all quotations given by and to all agreements concluded with Ap-art, as well as to any agreements with Ap-art that are performed (in whole or in part) by third parties.
2. These General Terms and Conditions shall be applicable unless otherwise agreed in a specific agreement.
3. If any provision of these General Terms and Conditions is void or nullified, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. In that case Ap-art and the Buyer shall endeavour to agree on replacing such void or nullified provision by a new provision, which shall approximate the original provision as far as possible in terms of meaning and scope.
4. If any provision of these General Terms and Conditions is or becomes unenforceable under any law or is declared invalid by a decision of any court of competent jurisdiction, either in whole or in part, the remaining provisions of these General Terms and Conditions shall remain in full force and effect.
Article 3 – Offers, quotations and prices
1. All offers shall be without any obligation, unless they contain a deadline for acceptance.
2. The quotations given by Ap-art shall be without any obligation; they shall be valid for sixty (60) days, unless otherwise stated. Ap-art shall be bound by a quotation only if the Buyer confirms its acceptance in writing within thirty (30) days.
3. The prices quoted in offers and quotations shall be exclusive of VAT, exclusive of any other levies imposed by the authorities and exclusive of shipping, transport and packaging costs, unless explicitly otherwise stated.
4. If the acceptance varies the terms of the quotation (on minor points), Ap-art shall not be bound by the quotation. In that case the agreement shall not be concluded subject to such varying acceptance, unless otherwise stated by Ap-art.
5. If a composite price is quoted, Ap-art shall not be under any obligation to supply part of the Products to which the offer or quotation relates for a corresponding proportion of the price quoted.
6. Offers and quotations shall not automatically apply to repeat orders.
7. Ap-art shall not be under any obligation to deliver Products or to accept an order if Ap-art sends out documentation, price lists and/or price estimates other than in the context of a written quotation.
Article 4 – Delivery
1. Delivery shall be made ex Ap-art’s warehouse.
2. If delivery is made subject to the Incoterms, the Incoterms applicable at the time when the agreement is concluded shall be applicable.
3. The Buyer shall be required to take delivery of the Products at the time when Ap-art delivers them (or arranges for them to be delivered) to the Buyer or at the time when they are made available to the Buyer under the agreement.
4. If the Buyer refuses to take delivery of the Products or is negligent in the provision of such information or instructions as are necessary to facilitate delivery, Ap-art shall be entitled to put the Products into storage at the Buyer’s expense and risk. Ap-art shall in any case be entitled to charge storage costs if the Buyer fails to take delivery of the Products within one month of completion of the Products.
5. If the Products are delivered to an address specified by the Buyer, Ap-art shall be entitled to charge a delivery fee.
6. If Ap-art needs information from the Buyer for the purposes of performing the agreement, the delivery period shall not commence until the Buyer has furnished such information to Ap-art.
7. Any delivery period stated by Ap-art shall be for indication purposes only. Accordingly, time for delivery shall not be of the essence. If Ap-art is unable to meet the delivery date stated, Ap-art shall inform the Buyer accordingly as soon as possible, specifying the delivery period anticipated at that time; such delay shall not entitle the Buyer to demand compensation in any form whatsoever, to dissolve the agreement or to demand performance of the agreement.
8. Ap-art shall be entitled to deliver the Products in instalments, unless the agreement stipulates otherwise. Ap-art shall be entitled to issue instalment invoices for instalment deliveries.
9. If it has been agreed that the agreement will be performed in stages, Ap-art shall be entitled to suspend performance of any elements belonging to a subsequent stage until the Buyer has approved the results of the preceding stage in writing.
10. The Buyer shall take such measures as are required to prevent physical injury and damage to other equipment, Products and manufacturing processes that could result from the work to be performed by Ap-art.
11. Any delay in the commencement or continuation of work caused by a lack of adequate or timely measures taken by the Buyer or resulting from other causes that must reasonably be deemed to be at the Buyer’s risk, shall be at the Buyer’s own expense.
Article 5 – Models and presentations
1. If a model is shown or a presentation is given to the Buyer, such model or presentation shall be deemed to have been shown or given for indication purposes only, without the product in question necessarily corresponding thereto, except if it is explicitly agreed that the product in question will correspond thereto.
Article 6 – Complaints
1. The Buyer shall be required to inspect the Products delivered (or to arrange for them to be inspected) at the time of delivery. The Buyer should examine whether the quality and quantity of the Products delivered correspond with the quality and quantity agreed, or at least conform to the standards required thereof in keeping with good business practice.
2. Any visible defects must be reported to Ap-art with a statement on the delivery voucher. Any hidden defects must be reported within three (3) weeks of discovery, but within six (6) months of delivery.
3. If a complaint is lodged in good time in accordance with the provisions of the preceding paragraph, the Buyer shall remain under an obligation to take delivery of and to pay the Products purchased. The Buyer shall require Ap-art’s prior written permission to return faulty Products.
Article 7 – Charges, prices and costs
1. Ap-art shall be entitled to increase the price under the circumstances set forth below, even if Ap-art and the Buyer have agreed a fixed sales price.
2. Prices quoted shall be based on the prices, wages and levies applying at the time when the offer is made or the quotation is given. Changes in exchange rates, labour costs, prices of raw and other materials, parts, transport costs, insurance premiums, taxes, national insurance contributions, import duties and other charges and levies imposed or to be imposed by the authorities may be passed on to the Buyer until the time when the agreement is concluded.
3. If the price increase exceeds ten per cent (10%), the Buyer shall be entitled to dissolve the agreement, unless the price increase is caused by a change to the agreement.
Article 8 – Amendments to the agreement
1. If it becomes evident during the performance of the agreement that a proper execution thereof calls for changes to and/or an increase in the scope of the work to be carried out, Ap-art shall be entitled to amend the agreement accordingly.
2. If the parties agree to amend and/or supplement the agreement, this may affect the target date for completion of the agreement. Ap-art shall inform the Buyer accordingly as soon as possible.
3. If the amendment and/or supplement to the agreement has any financial and/or qualitative implications, Ap-art shall inform the Buyer accordingly beforehand.
4. If a fixed price has been agreed, Ap-art shall state to what extent such price will be exceeded as a result of the amendment or supplement to the agreement.
5. In derogation of these provisions, Ap-art shall not have the right to charge additional costs if the amendment or supplement is rendered necessary by circumstances for which Ap-art can be held responsible.
Article 9 – Payment
1. Payment shall be made in such a manner as Ap-art shall indicate and in the currency in which the invoice is made out. Fifty per cent (50%) of the amount due is payable when the order is placed and the remaining fifty per cent (50%) is to be paid within fourteen (14) days of the invoice date. Lodging an objection to the amount of an invoice shall not entitle the Buyer to suspend fulfilment of its payment obligation. Complaints about invoices must be sent to Ap-art by registered post as soon as possible after the invoice date.
2. The Products shall be invoiced on their completion.
3. If Ap-art is not in receipt of payment within the specified time limit, the Buyer shall be liable – without any reminder or notice of default being required – to pay interest on the outstanding amount at a rate of one per cent (1%) per month from the date on which payment should have been made until the date on which payment is made in full, unless the statutory interest rate exceeds the aforementioned rate, in which case the statutory interest rate shall apply.
4. If the Buyer is wound up or declared bankrupt, obtains court protection from creditors or if the Buyer’s assets are attached or seized, Ap-art’s claims on the Buyer shall fall due for immediate payment.
5. Ap-art shall be entitled to apply payments made by the Buyer first to the costs, then to the accrued interest and finally to the principal sum and accruing interest. Ap-art may refuse to accept a payment offer, without being in default, if the Buyer requires the payment to be applied in a different order of priority. Ap-art may similarly refuse to accept payment in full of the principal sum if the accrued and accruing interest and the costs are not paid at the same time.
6. If payment is made within fourteen (14) days of the invoice date, Ap-art shall not add a surcharge.
7. If payment is made later than fourteen (14) days after the invoice date, the Buyer shall be liable to pay a surcharge of two per cent (2%), unless otherwise agreed by the parties in writing.
8. If payment is not made within 30 days, the warranty on the products (see Article 11) shall become void.
Article 10 – Retention of title
1. Ap-art shall retain title to the Products it has delivered until the Buyer has met all its payment obligations.
2. If the Buyer has pledged or transferred ownership in the Products delivered to third parties or has made the Products delivered available for use by third parties, the Buyer undertakes to assign its claims on the third parties to whom the Products have been pledged or transferred to Ap-art; the Buyer hereby assigns such claims to Ap-art with prospective effect, up to the amount of the outstanding claims. Ap-art declares that it hereby accepts the assignment, with prospective effect, and imposes an obligation on the Buyer, as far as necessary, to cooperate in the preparation and execution of the deed required for the assignment and in notifying the third-party debtor(s) of the assignment.
3. If the Buyer fails to meet its payment obligations or fails to meet such obligations properly or on time, Ap-art shall be entitled, without any notice of default or judicial intervention being required, to undo the work done and/or to retrieve the Products delivered from the Buyer. The Buyer shall lend Ap-art every cooperation by providing access to the room where the Products are or by handing over the keys providing access to such room. If the Products are kept in a location which is rented from or has been made available for use by a third party in any other way, and the assistance of such third party is required to gain access to such location, the Buyer shall authorize Ap-art to seek the assistance of such third party.
Article 11 – Warranty
1. Ap-art warrants that the Products to be supplied meet the usual requirements and standards that can be set therefor and are free of any defects or deficiencies.
2. The warranty referred to in Paragraph 1 shall equally apply if the Products to be supplied are destined for use abroad, provided that the Buyer expressly informs Ap-art in writing of such use at the time when the agreement is concluded.
3. The warranty referred to in Paragraph 1 shall be effective for a period of twenty-four (24) months from the date of delivery, and shall consist of an on-site warranty in the first year and a bring-in warranty in the second year.
Products are always deemed to have been delivered in the event that these products have been stored (on a temporary basis) with Ap-art on the buyer’s request.
4. If any Products to be supplied do not conform to this warranty, Ap-art shall, at its option, replace or repair such Products within a reasonable period of receiving a written warranty claim from the Buyer. If Products are replaced, the Buyer hereby undertakes by way of a prior commitment to return the Product replaced to Ap-art and to transfer ownership therein to Ap-art.
5. The warranty referred to in this Article shall be void if the defect was caused by injudicious or improper use or if the Buyer or third parties have modified or attempted to modify the Product in question or have used it for purposes other than that for which it was designed, without Ap-art’s permission in writing, or have placed the Product in a different location or under different circumstances than those for which the Product was designed.
6. In case of a product produced by a third party, the warranty given by Ap-art shall be limited to the warranty given by the producer.
7. Warranty claims shall not be accepted:
A. if the defect was caused by external forces, including accidents, abuse, neglect or water;
B. if the installation/assembly instructions have not been followed;
C. in case of incorrect/abnormal or injudicious use of the Products delivered;
D. if repairs and/or technical modifications are made to the Products by third parties without the express permission of Ap-art;
E. if no original, dated receipt/invoice can be produced at our request;
F. if the serial number (if any) on the warranty certificate and/or product has been changed, damaged or removed;
G. if the invoice is not returned to Ap-art within ten (10) days or if the Buyer fails to meet its obligations under these General Terms and Conditions;
H. if the cause of the defects cannot be exactly identified.
8. All Products supplied by Ap-art, and product components supplied and built in by Ap-art, are covered by a warranty within the Netherlands for a maximum period of 24 months, unless otherwise agreed. This applies to both the first year on-site warranty and the second year bring-in warranty.
The pc is covered by a 24 months bring in warranty within the Netherlands. Separate product components supplied by Ap-art are covered by a 24 months bring in warranty.
Products and product components from the Buyer (whether or not these are built in by Ap-art) are not covered by any warranty. If products and product components are built in by Ap-art, then the Buyer is responsible for the provision of sufficient and correct information to Ap-art concerning the components to be built in, and no warranty applies in the event that built-in components become defective because of an incorrect manner of building in or because of an incorrect design as a result of the Buyer not providing relevant information.
Products and product components from the Buyer which are built in by Ap-art, are not covered by any warranty. If certain parts or complete Products do not function (properly) and are in need of repair (as set out in this Article 11), no replacement product shall be made available to the Buyer.
9. If the Products have been delivered to and are used in a country outside the Netherlands, a different warranty shall apply. In that case, the maximum warranty period for all Products supplied by Ap-art shall be two (2) years. In case of a warranty claim, the Buyer shall ship the Products to Ap-art at the Buyer’s own expense, and Ap-art shall either repair or replace the parts or complete products that do not function (properly) under the warranty (as set out in this Article 11) and return them to the Buyer at Ap-art’s expense. Ap-art shall not make any replacement products available to the Buyer during the repair period.
Article 12 – Collection charges
1. If the Buyer fails to meet its obligations (on time), all extrajudicial costs reasonably incurred to obtain payment shall be payable by the Buyer. In case of a monetary claim, the Buyer shall at least be required to pay the debt collection costs. The debt collection costs shall be charged at the rate recommended by the Netherlands Bar Association (Nederlandse Orde van Advocaten) for debt collection cases.
2. If the costs reasonably incurred by Ap-art exceed the amount referred to, such higher costs shall also qualify for reimbursement.
3. Any reasonable judicial costs and costs of enforcement incurred by Ap-art shall also be payable by the Buyer.
Article 13 – Suspension and dissolution
1. Ap-art shall be entitled to suspend fulfilment of its obligations or to dissolve the agreement if:
– the Buyer fails to meet its obligations under the agreement or fails to meet them in full;
– circumstances of which Ap-art becomes aware after the conclusion of the agreement give Ap-art good reason to fear that the Buyer will not meet its obligations; if Ap-art has good reason to fear that the Buyer will meet its obligations only in part or inadequately, suspension shall be permitted only in so far as such is warranted by the shortcoming;
– the Buyer was requested, on conclusion of the agreement, to provide security to guarantee fulfilment of its obligations under the agreement and no or inadequate security is provided; as soon as security is provided, Ap-art’s right to suspend fulfilment of its obligations shall lapse, unless such fulfilment has been unreasonably delayed thereby.
2. Ap-art shall be entitled, furthermore, to dissolve the agreement (or to arrange for the agreement to be dissolved) if circumstances arise that are of such a nature that it would be unreasonable or incompatible with the requirements of fairness and equity to require Ap-art to honour the agreement or if circumstances arise that are of such a nature that Ap-art cannot reasonably be expected to honour the agreement without change.
3. If the agreement is dissolved, Ap-art’s claims on the Buyer shall fall due for immediate payment. If Ap-art suspends fulfilment of its obligations, it shall retain its rights by law or agreement.
4. Ap-art reserves the right to demand compensation at any time.
Article 14 – Returning items made available
1. If Ap-art makes items available to the Buyer for the purposes of performing the agreement, the Buyer shall be required to return all such items to Ap-art within fourteen (14) days in their original condition and free of defects. If the Buyer fails to fulfil this obligation, any costs arising therefrom shall be borne by the Buyer.
2. If the Buyer continues to default on its obligation set out in Paragraph 1, regardless of the reason, Ap-art shall have the right to recover any costs and losses incurred as a result thereof, including replacement costs, from the Buyer.
Article 15 – Liability
1. If Ap-art has supplied faulty Products, Ap-art’s liability to the Buyer shall be limited to the obligations imposed in these General Terms and Conditions under the heading ‘Warranty’.
2. If Ap-art is liable for any direct loss, such liability shall be limited to an amount not exceeding the amount of the insurance payment to be made by Ap-art’s insurer, or at least to an amount not exceeding the invoice amount, or at least such part of the agreement to which the liability relates.
3. Only the following shall be deemed to constitute direct losses:
– the costs reasonably incurred to identify the cause and extent of the loss, in so far as such costs relate to a loss within the meaning of these General Terms and Conditions; – any costs reasonably incurred to ensure that the faulty goods and/or services supplied by Ap-art conform to the agreement, unless Ap-art cannot be held responsible for the defect in question; – the costs reasonably incurred to prevent or limit a loss, with the proviso that the Buyer proves that such costs have in fact limited a direct loss as defined in these General Terms and Conditions.
The following shall not be deemed to constitute direct losses: costs, as described above, that are incurred outside of the Netherlands. In the event of losses that arise outside of the Netherlands, the Buyer shall, in accordance with Article 11, Paragraph 9, transport the defective Products to Ap-Art, after which Ap-Art shall replace or repair the components or complete Products.
4. Ap-art shall never be liable for any indirect loss, including consequential damage, loss of profits, unrealized savings, losses caused by business interruptions, et cetera.
5. The limitations of liability for direct losses set forth in these General Terms and Conditions shall not apply if the loss is attributable to intent or gross negligence on the part of Ap-art or on the part of staff under Ap-art’s control.
6. Ap-art shall not be liable for breakdowns of equipment or technical malfunctions.
7. Ap-art shall not be liable for the impossibility of installing the required software or for any bug, error, omission, defect or deficiency in the software. Ap-art shall not be liable either if the software does work or has worked on other computers.
Article 16 – Passing of risk
1. The risk of loss of or damage to the products that are the subject of the agreement shall pass to the Buyer at the time when legal ownership in the products in question is transferred and/or the products are in fact delivered to the Buyer and are consequently brought under the control of the Buyer or of a third party designated by the Buyer.
Article 17 – Force majeure
1. The parties shall not be required to fulfil any of their obligations if they are prevented from doing so by circumstances that are beyond their control and for which they cannot be held responsible by law, on account of a juristic act or according to generally accepted standards and practice.
2. The term ‘force majeure’ shall be understood to mean any event or circumstance – even if such event or circumstance could have been anticipated at the time when the agreement was concluded or the order was placed – which hampers or prevents the delivery and/or production of Products or which affects the production and/or delivery of Products by Ap-art to such an extent that fulfilment by Ap-art of its obligations would be so costly or economically onerous that Ap-art cannot reasonably be expected to perform the agreement or to execute the order on the same conditions.
3. Ap-art shall also have the right to invoke force majeure if the circumstances preventing (further) fulfilment materialize after Ap-art should have fulfilled its obligations.
4. The parties shall be entitled to suspend fulfilment of their obligations under the agreement for as long as the force majeure event continues. If the event of force majeure continues beyond a period of two months, either party shall have the right to dissolve the agreement without being required to compensate the other party for any loss sustained.
5. If Ap-art has met its obligations in part or is only able to meet its obligations in part when an event of force majeure occurs, and if the part of the agreement that has been or will be performed has a value in its own right, Ap-art shall be entitled to issue a separate invoice for the part that has already been performed or that can be performed. The Buyer shall be required to pay such invoice as if a separate agreement had been concluded.
6. The term ‘force majeure’ shall also be understood to mean a situation where the required hardware and software do not function or do not function properly due to technical problems or on account of possible programming errors made by the manufacturer/supplier.
Article 18 – Indemnity
1. The Buyer indemnifies Ap-art against any third-party claims to intellectual property rights associated with the materials or information provided by the Buyer and used for the purposes of performing the agreement.
2. If the Buyer furnishes data carriers, electronic files or software to Ap-art, the Buyer guarantees that such data carriers, electronic files or software are free from viruses and defects.
Article 19 – Intellectual property rights and copyright
1. Ap-art reserves its rights and remedies under the Netherlands Copyright Act (Auteurswet), without prejudice to the provisions of these General Terms and Conditions. 2. The Buyer shall not be permitted to modify the Products, unless the nature of the Products supplied implies otherwise or unless otherwise agreed in writing.
3. Any drafts, designs, sketches, drawings, films, software and other materials or (electronic) files produced by Ap-art in the context of the agreement shall remain the property of Ap-art, regardless of whether they have been made available to the Buyer or third parties, unless otherwise agreed.
4. All items provided by Ap-art, such as drafts, designs, sketches, drawings, films, software, (electronic) files etc. shall be intended solely for use by the Buyer and may not be reproduced, published or disclosed to third parties by the Buyer without Ap-art’s prior permission, unless the nature of the materials in question implies otherwise.
5. Ap-art reserves the right to apply any know-how acquired in the course of performing the agreement for other purposes, with the proviso that no confidential information is disclosed to third parties.
Article 20 – Non-disclosure clause
1. Both parties shall be under an obligation to observe confidentiality with regard to all confidential information they obtain from each other, or from any other source, in the context of the agreement. Information shall be deemed to be confidential if either party has notified the other party of its confidential nature or if such confidentiality is inherent in the nature of the information.
2. If Ap-art is required, by virtue of a statutory provision or a court order, to furnish confidential information to third parties designated by law or by a court of competent jurisdiction, and if Ap-art is unable to invoke a privilege of non-disclosure acknowledged or granted by law or by a court of competent jurisdiction, Ap-art shall not be liable to pay any compensation and the Buyer shall not be entitled to dissolve the agreement on account of any resulting loss or damage.
Article 21 – Non-recruitment clause
1. During the term of the agreement and for a period of one year after expiry thereof, the Buyer shall not employ or otherwise engage, in any way whatsoever, either directly or indirectly, any of the members of Ap-art’s staff or of the staff of businesses engaged by Ap-art for the purposes of performing the agreement and (formerly) involved in the performance of the agreement, unless proper consultations have been conducted between the parties.
Article 22 – Cancellation
1. The Buyer shall be permitted to cancel an agreement only with Ap-art’s permission. In that case, the Buyer shall be required to pay Ap-art at least 20% of the purchase price (contract price) and to take delivery of the Products already ordered, against payment of the cost price plus any processing and handling costs, where appropriate. The Buyer shall be liable to third parties for the consequences of cancelling an agreement and indemnifies Ap-art with respect thereto.
2. Any amounts already paid by the Buyer shall not be refunded.
Article 23 – Buyer’s obligations
1. The Buyer shall be required to use and maintain the equipment specified in the individual agreement in accordance with the user instructions issued by Ap-art or the manufacturer.
2. The Buyer shall furnish Ap-art with all information it requires to carry out the work.
3. The Buyer shall provide Ap-art access to the equipment, documentation and any hardware and software, in so far as such is necessary for the performance of the agreement.
4. The Buyer shall enable Ap-art to carry out the work and shall make the required facilities available.
5. Once the Buyer has acquired ownership of the product, the Buyer shall be required to ensure that the product is disposed of in a responsible and environmentally-friendly manner when necessary.
Article 24 – Exclusion clause
1. Ap-art shall not be under an obligation to repair any equipment the service life of which has expired; a case in point, but not the only one, is a situation where no parts are available for the equipment any longer.
2. Ap-art shall not be under an obligation to repair any equipment either if the costs of repair are disproportionate to the book value of the equipment, which shall be entirely at the discretion of Ap-art.
3. It is expressly stipulated that equipment shall not be repaired or reconditioned under the agreement if such is necessary on account of:
– injudicious or improper use of the equipment;
– power failure, fire and theft, water damage, strikes or any other external forces;
– failure by the Buyer to carry out day-to-day maintenance with due care as specified in the documentation furnished to the Buyer, in so far as the Buyer is required to carry out such maintenance, or failure by the Buyer to inform Ap-art in good time of any malfunction of the equipment;
– inexpert repairs or work, modifications or additions made to the equipment by the Buyer or third parties;
– a change in the original location of the equipment, unless such relocation is carried out by Ap-art or on the instructions of Ap-art.
Article 25 – Working hours
1. The work shall be carried out during Ap-art’s regular working hours, i.e. from Monday to Friday, with the exception of public holidays and compulsory days off.
2. If a staff member of Ap-art is unable to start work at the agreed time and date or is unable to continue work through causes for which the Buyer is responsible, the Buyer shall be charged for any additional costs incurred as a result thereof, e.g. costs associated with extra hours worked and/or waiting time.
Article 26 – Special conditions covering rented equipment
1. Ap-art shall be liable for any loss or damage sustained by the Buyer only to the extent that such loss or damage is covered by the insurance policy taken out at the time when the rental agreement is concluded.
2. Rental prices quoted are exclusive of VAT, insurance costs and handling charges (such as the costs associated with transporting, setting up and connecting equipment). Unless otherwise agreed, all products shall be transported by Ap-art. Equipment rental prices for subsequent days shall apply only in case of an uninterrupted rental period. Any services to be rendered by Ap-art with respect to rented equipment shall be charged on a subsequent costing basis. Ap-art reserves the right, at any time, to demand that the agreed rental price be paid in advance in whole or in part.
3. In deviation from Art. 13 of these general terms and conditions, Ap-art shall at all times be entitled to suspend the execution of the rental contract or to terminate or dissolve it; an example of a possible case in point is one where the location at which the rented items must be delivered does not satisfy the requirements agreed for such a location. Ap-art also has the right to set supplementary requirements in respect of the location, if it appears, on site, that that such modifications easily can be realised.
Article 27 – Governing law and disputes
1. All agreements concluded between Ap-art and the Buyer shall be governed by the laws of the Netherlands.
2. Any disputes regarding matters governed by these General Terms and Conditions shall be submitted to the jurisdiction of the ordinary courts at The Hague, the Netherlands, without prejudice to the right of the parties to seek a judgment from the District Court by way of preliminary relief (kort geding).
3. The parties undertake not to institute legal proceedings until it is evident that they are unable to settle the dispute in question out of court despite making every effort to do so.
Article 28 – Amendments and access to the General Terms and Conditions
1. These General Terms and Conditions have been lodged with the Haaglanden Chamber of Commerce and Industry. Ap-art is listed in the Trade Register kept by the Haaglanden Chamber of Commerce and Industry under number 27197027.
2. The applicable version shall be the version lodged most recently or the version applicable at the time of conclusion of the agreement.
3. This version of the General Terms and Conditions came into force in July 2012 .
In the event of discrepancies or differences in interpretation between the English translation and the original Dutch text, the Dutch text shall prevail.