General Terms And Conditions
Article 1. Applicability
1.1 These general terms & conditions are applicable to all (quotation requests, offers or acceptances regarding) agreements with STEP-EX BV, this in the broadest sense of the word.
1.2 The applicability of general terms & conditions or other terms, to which the Buyer refers in any form, are explicitly excluded, barring in case and for as far as they have been accepted by STEP-EX in writing.
1.3 Any General Terms & Conditions (for Purchase) belonging to the Buyer are only applicable alongside these terms & conditions in case the parties agree on such in writing. In case of conflicting conditions, the STEP-EX conditions prevail.
1.4 Between STEP-EX and the Buyer, once the contract has been concluded under the applicability of these terms & conditions, these terms & conditions will also irrevocably be fully applicable to future agreements between the same parties, unless otherwise agreed in writing.
1.5 In addition, between STEP-EX and the Buyer, if STEP-EX deviates from the provisions in these terms & conditions in favour of the Buyer one or more times, this does not create a precedence the Buyer can appeal to.
1.6 If and for as far as provisions in these terms & conditions may be void or invalid, the other provisions remain in force undiminished. The void or invalid provisions will then be interpreted so that the goal and spirit thereof will be considered as much as possible.
1.7 STEP-EX maintains the right to modify these general terms & conditions at any time. The Buyer will be notified of modifications in writing or electronically by email and will enter into force one (1) month after the date of the notification, unless otherwise specified in the notification. If the Buyer does not provide in writing motivated objection against the modification in the General Terms & Conditions within one (1) month after the date of the notification, the Buyer is deemed to have accepted the modification. Under the aforementioned condition, the Buyer hereby irrevocably waives the right to appeal to vitiation in this respect.
Article 2. Persons for whom these general terms & conditions have been drafted
The provisions in these General Terms & Conditions have been drafted for the benefit of:
a) STEP-EX and her affiliated legal entities, including her employees, directors, management and persons working for her in any capacity;
b) all third parties who received or will receive instructions form STEP-EX;
c) anyone whose actions or inactions have led or will lead to STEP-EX being held liable;
d) all former employees, directors and management members of STEP-EX and/or other persons who previously worked for STEP-EX in any capacity;
e) any beneficiaries of wills and legal successors of the persons indicated above in section (a) through (d) of this article 2.
THE AGREEMENT: start, execution and product
Article 3. Quotation and information requirement
3.1 All quotations, price lists, offers and other communication by STEP-EX are always non-binding.
3.2 STEP-EX is not obligated to offer an agreement according to indicated prices and/or conditions if they are clearly based on a misprint or clerical error.
3.3 The agreement between STEP-EX and the Buyer is only concluded after written confirmation by STEP-EX regarding the order of the Buyer, or by the Buyer regarding the offers and quotations by STEP-EX, or from the moment the execution of the agreement was started by STEP-EX.
3.4 Verbal commitments and agreements with subordinates of STEP-EX only bind STEP-EX after and for as far as they have been confirmed in writing by the corresponding subordinate.
3.5 The person contracting on behalf of or on the side of the Buyer guarantees he is authorised to represent the Buyer and that all necessary formalities in this regard have been completed. Through these conditions, the Buyer declares that the person STEP-EX contracts, or has contact with, has been authorised by the Buyer to modify the agreement in whatever sense.
3.6 The Buyer guarantees the accuracy and comprehensiveness of the supplied materials or data needed by STEP-EX. and that the Buyer is authorised to distribute this material and to have it processed, and furthermore pertaining thereto, that STEP-EX is unconditionally and irrevocably authorised to do so, such in light of, amongst others, but explicitly not limited to, copyright and/or patent rights, such under any heading.
3.7 Buyer is obligated to ascertain that she is authorised to do so. Buyer indemnifies STEP-EX from third-party claims for violation of any copyright, intellectual property right, moral right, trademark, patent, trade secret, unfair competition or right to privacy.
3.8 Buyer guarantees that the data or data carrier(s) of those data are clean, usable and virus-free, and that they cannot damage the STEP-EX systems in any way.
Article 4. Prices
4.1. All prices indicated by STEP-EX, or agreed between STEP-EX and Buyer, barring when such is explicitly otherwise stated, are excluding revenue tax, insurances, import duties, charges, levies and other taxes.
4.2. For exceeding normal working hours on business days, for work on Saturdays and Sundays and holidays, at the request of the Buyer, STEP-EX will charge a surcharge to the agreed upon prices, proportional to the additional costs stemming from such events.
4.3. In the absence of a previously agreed fixed price, the determination of the price for the sold products takes place based on the rates agreed upon by the parties at the time of the order, or, in the absence of such a determination, based on the rates applicable during the delivery of the products at their location.
4.4 In case of multiple Buyers, they are all individually responsible for adherence to the contractual obligations.
4.5. The provision in the foregoing section is also equally applicable to a partially executed sale.
4.6. STEP-EX is authorised to charge initial cost and banking costs to the Buyer.
4.7. STEP-EX is authorised to require security from the Buyer regarding fulfilment of the payment obligations in order to execute the agreement.
4.8. STEP-EX is authorised to pass on price increases in cost-determining factors, which include, but are not limited to, the cost-price of raw materials and fuel, materials, production, transport, currency exchange rates, waste and processing rates and the like, such at the discretion of STEP-EX, which arose after the conclusion of the agreement, though before commissioning/delivery, to the Buyer. If STEP-EX does this within 3 months of the conclusion of the agreement, if the increase justifies such action, the Buyer will have the right to terminate the agreement, which right he must utilise within 8 days after being notified of the price increase. Termination of the agreement in this manner does not entitle any of the parties to compensation.
Article 5. Product guarantee
5.1 STEP-EX aims for high-quality products but is partly dependent on the quality of raw materials and materials she obtains from suppliers. STEP-EX does not guarantee and will never be considered to have guaranteed, and will not warrant, that the sold product is suitable for the goal the Buyer wishes to adapt or process it for, or use or have it used for. The guarantee obligation of STEP-EX does not extend further than the explicit quality provisions or explicitly agreed upon quality standards. Buyer hereby irrevocably waives any legal claim with regards to the quality of the material of the product sold by STEP-EX and the Buyer indemnifies STEP-EX from any third-party claims stemming from such, undiminished article 14.
5.2 STEP-EX especially does not guarantee that the items are free from metal fatigue, rust, weathering and/or other erosion or that they have all intrinsic qualities that would make them into a suitable item.
5.3 Buyer is aware, or is hereby considered to be aware, that STEP-EX does not exclusively supply original parts or replacement parts. In some cases, and/or countries, the products are patent-free, while in others they are not. STEP-EX excludes any liability in the matter and the Buyer irrevocably waives any claim against STEP-EX in the matter. The Buyer indemnifies STEP-EX against third-party claims relating to the originality of the products and any quality-loss that might result from that, undiminished article 14.
5.4 An exception to the foregoing is only made in case the cause of the defect lies in a processing action made by STEP-EX, undiminished the case in which the cause can be directly or indirectly retraced to the incorrect or incomplete provision of information on the side of the Buyer, in accordance with art. 3.6
5.5 If and for as far as STEP-EX provides advice, or the Buyer construes this as such, such takes place at the expense and risk of the Buyer. STEP-EX endeavours to conduct, or have conducted, her communication or advice as well as possible, but never gives any guarantee that these are (or will be) error-free or that the Buyer, with or after the provided advice, has access to a product that is definitely error-free.
Article 6. Delivery period with sale
6.1 The agreed upon delivery period is always a target period and never a deadline.
6.2 In case STEP-EX delivers outside the agreed upon period, the Buyer must first provide STEP-EX with a notice of default and determine a new, reasonable period in which STEP-EX must still make its delivery.
6.3 The indicated or agreed upon delivery period is based on transport conditions, production expectations or timely delivery to STEP-EX, applicable or expected at the time of the conclusion of the agreement.
6.4 The agreed upon delivery period commences on the day that STEP-EX has been given access to all necessary data and documents of the Buyer.
6.5 Impossibility of timely delivery / delay in the delivery does not give the Buyer the right to compensation or termination of the agreement, nor to suspension of the payment obligations existing at that moment.
6.6 STEP-EX is permitted to deliver sold goods and providable services in parts, unless a partial delivery has no individual value. In case of partial delivery, STEP-EX is permitted to invoice each part separately.
Article 7. Delivery time and place for sale
7.1 If it has been agreed that the transport is done by or due to STEP-EX, delivery takes place at the time of delivery at the agreed upon place. The delivery does not have to take place farther than to where the transport vehicle can reasonably get to.
7.2 STEP-EX has fulfilled her delivery obligation by offering the items to the Buyer once. The report of the transporter is always complete evidence of (the offer of) delivery. If and for as far as there is a case of a refusal to accept, the return freight, storage costs and other costs are completely at the expense of the Buyer.
7.3 The Buyer is obligated to immediately accept the purchased goods at the time and place where they are offered to the Buyer.
7.4 In case the Buyer refuses the presented goods, including i.a. the situation in which the Buyer does not provide STEP-EX the option to properly and expeditiously deliver the goods and a situation in which the Buyer does not provide information or instructions that are necessary for the delivery, the goods will be stored at the risk and expense of the Buyer. STEP-EX will then have a retention right to the goods for the original claim, increased with the additional costs.
Article 8. Obligation to Investigate and Complaints
8.1 The Buyer must immediately investigate (or have investigated) the purchased goods during delivery/commissioning, regardless of whether the delivery takes place at a third party. The Buyer must verify that the delivered goods correspond with the agreement, undiminished the provisions of article 5, to know:
- whether the correct goods have been delivered;
- whether the delivered goods comply with the quality requirements or, if these are lacking, the requirements that may be set for normal use and/or trade purposes. No reason for complaints or liability can be found in defects that have such a nature or minor severity that they do not justify complaints, whereby they will in any case not exist if they do not cause a danger to public health.
8.2 If the Buyer wishes to complain, he is obligated to notify STEP-EX as soon as possible after the discovery of the shortcoming, or after he should have been reasonably expected to have discovered the shortcoming, though no later than 14 days after the delivery/commissioning. This also explicitly applies in case a shortcoming was first discovered or could have been discovered after a more thorough investigation after the end of the aforementioned period.
8.3 If the goods are externally visibly damaged, the Buyer must make a written reservation against the transporter, which, in deviation of the aforementioned, he must communicate to STEP-EX within eight (8) hours after receipt.
8.4 After the end of the aforementioned period in 8.2 and 8.3, the delivered goods are considered to be irrevocably and unconditionally accepted by the Buyer and any legal claim by the Buyer will have been voided.
8.5 The aforementioned communication must, in case it takes place verbally, be confirmed to STEP-EX in writing immediately, accompanied by high-definition photographs and all means from which the nature and severity of the shortcomings can be adequately recognised.
8.6 The corresponding party must keep the delivered goods fully, intact and securely at their disposal, provide STEP-EX with the option to investigate (or have investigated) such goods thoroughly, and provide STEP-EX access to the required location and all corresponding data and details.
8.7 The Buyer is obligated to always care for the goods as a prudent debtor (‘zorgvuldig schuldenaar’), including the obligation to keep the goods adequately insured.
8.8 The payment obligations of the Buyer with regards to the disputed goods will not be suspended by submitting a complaint, though taking into account that determined in art. 13.5 here.
8.9 Complaints are only valid for as far as the goods still remain in their original and undamaged state. In case the goods have been fully or partially processed by the Buyer, complaints are - regardless of the basis, including the case of erroneous delivery - no longer allowed and every legal claim pertaining thereto will have been voided, even if this complaint is submitted within the set period; in such cases, STEP-EX is not obligated to make any reimbursement of any nature whatsoever.
8.10 The defective goods may only be returned after prior and written permission from STEP-EX.
8.11 Verbal complaints and complaints that are submitted after the end of the indicated period will not be accepted.
8.12 Complaints pertaining to collected defective goods must be made immediately after delivery.
Article 9. Risk
9.1 The risk of the goods during transport of the goods is for the account of the Buyer. Contracting third parties for transport happens at the risk of the Buyer.
9.2 The Buyer authorises STEP-EX to contract third parties for the transport of the goods, whereby STEP-EX is authorised, on behalf of the Buyer, to accept general, including exonerating, provisions of the transporting third party.
9.3 In any case, the risk of the sold goods is borne by the Buyer from the moment of delivery at the delivery address indicated on the packing slip or from the moment the delivery has been refused.
Article 10. Retention of Title
10.1 All goods delivered by STEP-EX remain the property of STEP-EX until the moment of complete payment of all claims STEP-EX has on the Buyer stemming from the agreements concluded between the parties, including interest and costs.
10.2 Regardless of the retention of title, the delivered goods are kept by the Buyer at their own risk and expense. Buyer insures the goods delivered under retention of title against theft and fire, explosion and water damage.
10.3 Goods delivered by STEP-EX that fall under the retention of title as per section 1, may only be resold as part of the normal business practices of the Buyer. The Buyer is not entitled to pledge the goods or to establish any other right on them.
10.4 In case the Buyer does not fulfil his obligations, or a well-founded fear exists that he will not, STEP-EX is entitled to remove, or have removed, the delivered goods on which the retention of title lies from the Buyer or from third parties who store the goods for the Buyer. Buyer is obligated to provide full cooperation, including providing unimpeded access.
10.5 In case third parties want to establish or enforce any rights on the goods under retention of title, the Buyer is obligated to inform STEP-EX thereof as quickly as may be reasonably expected.
10.6 The Buyer is obligated, at the first request of STEP-EX:
- to pledge the claims the Buyer receives against his buyers in the reselling of the goods delivered by STEP-EX under retention of title, to STEP-EX in the manner prescribed in art. 3:239 DCC;
- to indicate the goods delivered under retention of title as property of STEP-EX;
- to provide, within reasonable limits, his cooperation to all measures STEP-EX wishes to take to protect her retention of title with regards to the delivered goods.
10.7 In case the Buyer does not cooperate with the provisions of this article, STEP-EX will be entitled to immediately recover the delivered goods without prior notice of default, for which the Buyer now provides her or a third party to be appointed by her the unconditional and irrevocable authorization to enter all locations where the property of STEP-EX is located and recover said property. The costs of recovery/return are at the expense of the Buyer.
10.8 In case of violation of one or more of these provisions, the Buyer will owe a daily fine, which includes a part of one day, of €25,000 for each day the Buyer does not comply with the summation.
SUSPENSION, END OF AGREEMENT, FORCE MAJEURE
Article 11. Suspension, prepayment, security and cancellation
11.1 STEP-EX is entitled to suspend the complete or partial execution of the agreement if and for as long as the Buyer does not, not completely, not adequately or not timely, fulfil any obligation arising from the agreement between Buyer and STEP-EX, towards the latter, without the Buyer being entitled to any right of compensation of damages that the Buyer may suffer as a result.
11.2 STEP-EX is also entitled to, if the financial situation of the Buyer gives rise to such, at her reasonable discretion, request prepayment or security in the form of a bank guarantee, mortgage, pledge or deposit, and to suspend the complete or partial execution of the agreement pending these matters.
11.3 Cancellation by the Buyer of a concluded agreement can only take place with prior written approval from STEP-EX. If STEP-EX agrees to the cancellation, the Buyer will owe STEP-EX a compensation payment of at least 33% of the amount the Buyer would have had to pay to STEP-EX for the execution of the agreement, undiminished the right of STEP-EX to complete compensation of costs and damages.
11.4 STEP-EX is entitled to terminate the agreement with the Buyer, or the part of the agreement that has not yet been executed, with immediate effect, in writing, without the need for judicial intervention, and without being held to any compensation of damages of whatever nature, undiminished the right of STEP-EX to complete compensation by the Buyer of all costs and damages, in case:
- Buyer refuses to make prepayments or provide sufficient security at the first request in the circumstances as meant in article 11.2;
- Buyer refuses to purchase the sold goods;
- Buyer (in case of a natural person) dies;
- Buyer requests suspension of payment or is currently in a state of suspended payment;
- Buyer is declared bankrupt or files for bankruptcy;
- the Buyer’s enterprise ceases trading or is liquidated, or his enterprise is transferred;
- (a part of) the enterprise of the Buyer is dissolved;
- there is a substantial change in the share and/or voting proportion within the enterprise of the Buyer;
- a significant part of the assets of the Buyer are attached and this attachment is not lifted within due time;
- the Buyer does not, not completely, not adequately or not timely, fulfil any of the obligations towards STEP-EX as per the agreement and, regardless of a request to do so, has failed to resolve the shortcoming within a reasonable amount of time;
- STEP-EX has good grounds to fear the Buyer will fail to fulfil the obligations (6:80 DCC or 6:83 DCC).
11.5 All claims that STEP-EX may have or gain on the Buyer as per this article, will be immediately claimable in full.
11.6 A dissolution as meant in this article will not mean that the rights that STEP-EX has, which according to their nature are intended to survive, will end.
11.7 In case circumstances arise with regards to persons and/or materials that STEP-EX makes use of or means to use in the execution of the agreement, the nature of which means that the execution of the agreement becomes impossible or burdensome to such an extent and/or unreasonably costly, that adherence to the agreement can no longer be reasonable expected, STEP-EX is entitled to fully or partially dissolve the agreement.
Article 12. Force Majeure
12.1 Force majeure is understood to mean: circumstances that prevent fulfilling obligations that cannot be ascribed to STEP-EX. This will also include (if and for as far as these circumstances make compliance impossible or unreasonably difficult): strikes, a lack of raw materials because of, for example, weather conditions, a lack of other goods and services needed to provide the agreed upon performance, unforeseeable stagnation in suppliers or other third parties that STEP-EX depends on and general transport problems.
12.2 STEP-EX is also entitled to appeal to force majeure in case circumstances that prevent (further) compliance take place after STEP-EX should have fulfilled her obligation.
12.3 The delivery and other obligations of STEP-EX will be suspended in case of force majeure. In case the period in which force majeure causes the fulfilment of the obligations of STEP-EX to no longer be possible takes longer than 7 days, STEP-EX will be entitled to dissolve the agreement, without an obligation to compensation arising in such case.
12.4 In case STEP-EX has already partially fulfilled her obligations at the time the force majeure arises, or can only partially fulfil her obligations, she is entitled to invoice the part that was already delivered / can be delivered separately, and the Buyer will be obligated to pay this invoice as if it concerned a separate contract.
PAYMENT, LIABILITY AND DAMAGES
Article 13. Payment
13.1 The payment period is 14 days after the invoice date, which is a deadline, unless this provision has been deviated from through written agreement.
13.2 The Buyer will be considered to have paid once the invoice amount is credited to the STEP-EX bank account. If the crediting date exceeds the agreed upon payment period, STEP-EX is entitled to charge interest for this exceeding through an interest bill.
13.3 Buyer is liable for all extrajudicial collection expenses that STEP-EX makes for non-compliance with the obligations from the agreement, which consist of at least 15% of the total payable amount, with a minimum of € 300.00.
13.4 The penalty interest owed by the Buyer in case of non-timely payment consists of 1.5% of the invoice amount per month or a part of the month for which the expiration date was exceeded, undiminished the right to legal compensation.
13.5 The Buyer never has the right to a payment discount, nor the right to subtract or settle amounts of any nature from/with the invoice amount. Only credit invoices from STEP-EX may be settled, such in line with this article 8.8.
13.6 Complaints, the creation of credit notes or (a) shortcoming(s) in STEP-EX’ compliance can never be a reason for untimely payment of the undisputed part of the invoice.
13.7 In case of non-payment of any claimable amount, request for suspension of payment, bankruptcy, debt restructuring (‘WSNP'), liquidation of the enterprise of the Buyer or an attachment on the goods of the Buyer, STEP-EX will have the right to dissolve the Agreement, or the part of it which has not yet been executed, and retake the unpaid goods, undiminished any right to compensation of lost profits and/or any (in)direct damages. In these cases, any claim STEP-EX has on the Buyer will become instantly and immediately due.
13.8 STEP-EX may always require (part of) the price as a bank guarantee or similar security from the Buyer.
13.9 Payments made by the Buyer always first serve to settle all owed interest and costs, and then to settle the due invoices that have been open longest, even if the Buyer indicates that the payment is related to a later invoice.
13.10 If and for as far as the Buyer does not agree with the invoice, the Buyer must make his complaint known in writing, within 14 days from the invoice date, such on pain of the right to do so.
13.11 If the parties maintain multiple legal relationships and the Buyer defaults on his payments in one of them, STEP-EX has the right to settle with any claim against STEP-EX.
Article 14. Damages and Liability
14.1 STEP-EX, her employees or third parties engaged by her, are not liable for any damages suffered by the Buyer with regards to any delivery obligation, delivering goods, the delivered goods themselves or the use thereof, characteristics or quality of the sold and/or delivered goods, nor for activities, services or advice provided or carried out by or on behalf of STEP-EX, including any damages as a consequence of inadequate fulfilment of a repair or re-delivery obligation.
14.2 STEP-EX is not liable for damages of any nature, arising because she used incorrect and/or incomplete details provided by or on behalf of the Buyer.
14.3 In any case, STEP-EX is not liable for damages suffered by the Buyer, his executor(s) or any party influenced by the shortcoming, if the damage is related to death, illness, injury and/or loss or damage of goods.
14.4 Buyer indemnifies STEP-EX and/or the persons engaged by STEP-EX for the execution of the agreement against all liability and/or claims and/or fines by third parties, which damages suffered by these third parties or fines imposed by these third parties result from the application or use of the products of STEP-EX by the Buyer or another whom the Buyer provided the products to, unless there is case of willful act and/or gross negligence on the side of STEP-EX and/or the persons engaged by her in the execution of the agreement.
14.5 The liability is limited to the height of the invoice amount (excluding revenue tax) of the corresponding Agreement. If and for as far the agreement is a continuing performance agreement or consists of multiple invoices, the damages will in any case not be more than the price stipulated in the applicable agreement (excluding revenue tax) for the performances of STEP-EX in the period of 1 month prior to the omission by STEP-EX. The prices meant in this article section will be decreased by the credits stipulated by the Buyer and granted by STEP-EX.
14.6 If multiple liability-creating events take place within the same agreement, these events will be seen as one, consequently limiting the liability of all events in accordance with article 14.5.
14.7 The previous is explicitly absolutely capped, for all circumstances, to an all-in amount of €10,000.00.
14.8 Any legal claim against STEP-EX expires if it is not notified to STEP-EX within one month of its occurrence, in writing and with proper motivation.
14.9 If and for as far as the aforementioned exonerations might be invalid in another country, it is the explicit intention of the party that the corresponding limitation is construed and executed as closely as the parties agreed upon herein as possible.
Article 15. Several liability
15.1 In case the Buyer is a legal entity, she hereby commits herself to commit her director(s), in writing and severally, to the obligations stemming from the agreement and underlying general terms & conditions.
15.2 If the Buyer fails to do so, she forfeits a fine of €250.00 per day, including part of a day, that such is still not arranged, such starting from the day that the director(s) has/have been addressed by STEP-EX.
15.3 In case the agreement is factually entered into by the director(s) of the Client, the director(s) declare(s) himself/themselves severally liable through acceptance of these general terms & conditions.
Article 16. Transfer of rights and obligations
16.1 Without the prior written approval of STEP-EX, the Buyer is not permitted to cede or pledge rights and obligations stemming from the agreement to a third party, nor to transfer them in property law (in ownership) under any title.
16.2 STEP-EX is entitled to transfer the agreement or any rights and/or obligations stemming from it to a group company (ex article 2:24b DCC). For as far required, Buyer provides her consent based on article 6:159 DCC.
Article 17. Confidentiality
17.1 Each party guarantees that all information she receives from the party, for which she knows or should reasonably know it may be of a confidential nature, will stay confidential, unless a legal notification requirement exists regarding said information. The party receiving confidential data will only use it for the goal it was provided for.
17.2 In any case, the following is considered confidential: a) a quotation provided by STEP-EX, including, but not limited to: indicated prices, conditions and product specifications, as well as b) in the broadest sense of the word: all technical specifications of the provided or sold goods. Data is in any case considered confidential if a party qualifies them as such.
17.3 Buyer acknowledges and agrees that the development of prototypes, moulds, and own matters under any name, cost time and money, are confidential and a STEP-EX trade secret.
17.4 In case the Buyer breaches the current article, the Buyer will immediately owe, without further notification, a fine that is not subject to settlement of €100,000, undiminished the right to complete compensation.
Article 18. Prohibition on take-over or bribing of personnel
18.1 The Buyer or any directly or indirectly legal entity or person affiliated with the Buyer, is prohibited from, regarding employees linked to STEP-EX in any way: to hire, have them hired, trade with or in any way pressure to provide or receive information in the broadest sense of the word with regards to STEP-EX and legal entities or persons affiliated with her, of which the nature can be understood to be sensitive.
18.2 In case the Buyer acts in violation of this article, an immediately claimable fine of €10,000.00 will be owed to STEP-EX, where she maintains the right to compensation of the damages suffered through this action.
Article 19. Insurance
19.1 Buyer has adequately insured himself and will remain adequately insured for legal and liability insurances and will provide STEP-EX insight in the corresponding policy/policies at her first request. The Buyer obligates himself - immediately after being held liable by STEP-EX - to cede all claims regarding pay-outs of insurance money to STEP-EX at the first request.
Article 20. Headings and interpretation
20.1 The headings above these articles are only intended to increase the legibility of these terms & conditions and are not a means of interpretation. In case one or more of the aforementioned provisions are invalid or will be voided, the other provisions will remain in force. The Buyer obligates himself now to agree to alternative provisions that correspond to the old void or invalid provisions in content, spirit, scope and goal as much as possible.
20.2 In case disputes or differences in interpretation arise regarding the meaning of provisions in the general terms & conditions, the Dutch version of the general terms & conditions will be decisive or leading.
Article 21. Competent court and applicable law
All disputes are governed by Dutch law and are exclusively presented to the judgement of the competent court of the statutory seat of STEP-EX, to know, the Court of Limburg, unless the law, by rule of compulsory law, declares another court to be competent.