General terms and conditions

1. Definitions; applicability

1.1 In these Terms and Conditions the following terms shall have the following meanings:
Staad: Staad Groep BV and all its affiliated companies and partnerships;
Counterparty: the counterparty of Staad;
Parties: the parties to the agreement to be concluded;
Intellectual Property Rights: all intellectual property rights, including but not limited to copyrights, patents, trademarks, models, database rights, know-how, trade secrets and other similar rights, whether registered or not.
Terms and Conditions: these General Terms and Conditions of Delivery.

1.2 These Terms and Conditions apply to all offers and agreements – as well as to the phase preceding them – that Staad makes to or concludes with the Counterparty. They also apply to any additional, further or follow-up agreements. Furthermore, they apply to all forms of delivery of goods or services by (an employee of) Staad to (an employee of) the Counterparty that are (in any way) related to the agreements mentioned in the first sentence above (such as, but not limited to, the free provision of technical advice).

1.3 These Conditions apply exclusively in the sense that specific terms and general terms and conditions of the Counterparty are expressly excluded, unless they have been expressly accepted in writing by Staad. A deviating term (condition) applies exclusively in the event that the deviation has been agreed in writing.

1.4 If a "Warranty Declaration for Used Machines or Trucks" is issued when purchasing/selling or exchanging a used machine and/or truck, the conditions of that warranty declaration also apply.

1.5 In the event of a conflict between the various conditions, the following order of precedence applies: 1. the agreement; 2. the conditions from the 'Warranty Declaration for used machines or trucks'; 3. these Conditions.

1.6 These Conditions apply in full to any changes to the agreement. Staad is entitled to change these Conditions.

2. Offers
2.1 Unless expressly stated otherwise, all offers made by Staad, in whatever form, are without obligation in the sense that even after acceptance by the Counterparty of an offer made by Staad, Staad is entitled to revoke the offer within five working days after acceptance. Oral promises or agreements by or with its personnel only bind Staad if it has confirmed this in writing.

2.2 Unless expressly stated otherwise, statements and specifications regarding dimensions, weights, capacities, performances or results in images, drawings, catalogues, price lists, advertising material etc. are only approximations that do not bind Staad. The Counterparty cannot derive any rights from such approximations. Inaccuracies in the offer must be reported to Staad in writing within two days.

2.3 All offers from Staad are based on the information provided by the Counterparty in the application. The Counterparty is responsible for a correct and complete application. Staad is not liable for (the consequences of) any incorrect or incomplete information in that application.

2.4 Unless otherwise agreed, offers remain valid for a maximum of two weeks after the date of the offer.

3. Rental
3.1 If Staad rents goods to the Counterparty, the parties will declare Staad's general rental conditions applicable to the rental agreement and these conditions will apply in addition to these general terms and conditions of delivery.

4. Delivery; obligation to purchase; time and place of delivery; transfer of risk and ownership
4.1 Staad is authorised to make partial deliveries.

4.2 The term for delivery or performance commences upon conclusion of the agreement or, if payment to Staad of an amount has been agreed before or at the start of the performance of the agreement, at the moment that full payment of this amount has been received.

4.3 If Staad is partly dependent on the cooperation of the Counterparty for the performance of the agreement and the Counterparty fails to do so for whatever reason, the term for performance will be extended by as much time as Staad reasonably needs to undo the delay caused by the Counterparty's failure to do so. The same applies if delays in performance arise as a result of requests from or on behalf of the Counterparty or a government agency to change, adjust or supplement what has been agreed. Furthermore, the additional costs incurred by Staad in connection with a delay as mentioned above will be borne by the Counterparty. Staad will only be in default due to exceeding the term if the Counterparty sets a reasonable additional term in writing after the expiry of the agreed term — (which term may not be shorter than fourteen calendar days calculated from the day of receipt of the notice) — and Staad also fails to meet its delivery obligation within that additional term for reasons attributable to it.

4.4 Unless expressly agreed otherwise, delivery will take place from the establishment of Staad and 'ex works'. Counterparty guarantees that the person signing the delivery note on behalf of Counterparty is also authorised to do so.

4.5 The risk for an item to be delivered by Staad shall permanently pass to the Counterparty at the agreed time of delivery. The Counterparty shall bear the risks associated with the storage, loading, unloading and transport of the goods. If the Counterparty does not take delivery at the time of delivery agreed between Staad and the Counterparty for reasons not attributable to Staad, the risk shall permanently pass to the Counterparty at that time. All costs in connection with safekeeping or storage, loading, unloading and transport, which Staad must make with regard to the item from the time of delivery referred to in the previous sentence, shall be borne entirely by the Counterparty.

4.6 The ownership of goods and items delivered by Staad remains with Staad until Staad has received full payment from the Counterparty for everything that the Counterparty owes to Staad for whatever reason (retention of title).
Counterparty may only use items and goods to which a retention of title still applies within the framework of its normal business activities. However, it may not alienate, rent out or encumber those items with securities or other limited property rights. If Counterparty fails to meet any payment obligation, Staad is entitled to take goods to which a retention of title still applies without the cooperation of Counterparty. Staad is not obliged to compensate Counterparty for any damage it suffers in connection with the repossession. The costs of repossessing and possibly converting the goods into cash shall be borne entirely by Counterparty. Any amount Staad still has to claim from Counterparty shall be reduced by the value that the repossessed goods have for Staad in economic traffic. However, Staad is never required to maintain a value that is higher than the price agreed with Counterparty for those goods.

5. Manual
5.1 With regard to machines and installations to be delivered, Staad will provide the Counterparty with information about the machines and installations in the form of a manual or instruction book in Dutch and/or English.

6. Drawings, software, etc.
6.1 All drawings, images, catalogues, software and other data, insofar as not being a manual or instruction book as referred to in article 5, which Staad provides to the Counterparty, shall remain the property of Staad and shall be returned at Staad's first request. Except with prior written permission, the aforementioned data may not be copied or made available to third parties for inspection.

7. Price; price adjustment
7.1 All amounts stated in the offers, agreements, order confirmations and brochures of Staad are in euros, excluding sales tax and government-imposed levies, and in the event that Staad arranges for the transport of items, also excluding in any case the costs related to packaging, wrapping, transport and insurance. Staad may separately charge the items mentioned in the previous sentence in full to the Other Party.

7.2 If a price in a currency other than the Euro has been agreed between Staad and the Counterparty and the other currency decreases in value against the Euro after the time of Staad's last (price) offer, Staad is entitled to adjust the price to the extent necessary to compensate for the decrease in value up to the time of full payment.

7.3 Amounts stated in offers, quotations, order confirmations, brochures, etc. of Staad are based on the last known cost components. Staad is entitled to pass on to the Counterparty changes in taxes, levies, wages, social security contributions, exchange rates, inflation, material, raw material and energy prices or other circumstances that entail an increase in costs for Staad.

7.4 Prices are subject to typing errors. No liability is accepted for the consequences of typing errors.

8. Payment and performance by Counterparty
8.1 Unless expressly agreed otherwise, the agreed price must be paid in full without any discount or settlement within 14 days after the invoice date stated on the relevant invoice by transfer to the bank account specified by Staad for that purpose. Staad is entitled to send invoices for partial deliveries as well.

8.2 Unless Staad has agreed in advance in writing to a deferral of payment, the Counterparty is not entitled to suspend payment of the price, including but not limited to the reason that the goods delivered or services performed by Staad are, in its opinion, defective.

8.3 If the Counterparty fails to fulfil its obligations or fails to do so in a timely manner, Staad shall be entitled, without prejudice to its other rights under the law or agreement and without any notice of default being required, to:
a. suspension of the performance of the agreement in respect of which the Counterparty is in default, as well as of any other agreements with the Counterparty;
b. compensation for all direct and indirect damage suffered by Staad as a result of the non-compliance by the Counterparty. Insofar as the non-compliance consists of the failure to pay or late payment, the said compensation will in any case consist of the (cumulative) statutory commercial interest (as referred to in article 6:119b BW). The interest is due from the moment at which the Counterparty is in default of payment until the moment at which the Counterparty has fully paid what it owes to Staad;
c. reimbursement of all judicial and extrajudicial costs, the latter costs being deemed to consist of at least 15% of the amount that the Counterparty has not paid on time.

8.4 If Staad has reason to doubt the fulfilment by the Counterparty of its obligations - whereby the following circumstances on the part of the Counterparty in any case constitute sufficient reason for doubt: such notification by the Counterparty or a notification by the Counterparty from which doubt may arise, repeated negligence in payment, attachment at the expense of the Counterparty, suspension of payment, bankruptcy, the initiation of a WHOA procedure and/or application for a debt restructuring (WSNP) by the Counterparty, closure, sale of a substantial part of the shares in the Counterparty, liquidation of the Counterparty, sale of a substantial part of the assets of the Counterparty, a change of control in the Counterparty, or complete or partial cessation of the business of the Counterparty -, all that the Counterparty owes to Staad shall become immediately and fully due and payable and Staad shall be entitled to suspend the fulfilment of its obligations until fulfilment by the Counterparty, including full payment of costs, has been completed or if - to the satisfaction of the Counterparty - van Staad – sufficient security for payment has been provided. If full payment or sufficient security is not provided within fourteen (14) calendar days after the request to that effect, Staad is entitled to terminate the relevant agreement without any obligation to pay damages to the Counterparty and without prejudice to its right to compensation for damages suffered and/or yet to be suffered.

9. Assembly, installation and/or commissioning
9.1 If Staad supplies goods, Staad will only be responsible for assembly, installation and/or commissioning if and to the extent that this has been expressly agreed.

9.2 The Counterparty is at all times responsible for obtaining the necessary permits, public law approvals and complying with its public law obligations.

9.3 The Counterparty shall make the relevant and necessary information and documentation, including company-specific regulations and safety regulations, available to Staad in a timely manner.

9.4 If and to the extent that Staad is responsible for the assembly, installation and commissioning, the following applies:
a. The Counterparty shall provide all cooperation required to enable Staad to carry out the assembly, installation and/or commissioning in a timely and proper manner. It shall in any case ensure in good time: the necessary documentation as referred to in Article 9.4; good and safe access to the workplace and working environment itself without interruption, if necessary also outside the Counterparty's usual working hours and before and after completion of Staad's work; the presence of permits as referred to in Article 9.3, insofar as required for the performance of the work; an unloading area as well as sufficient storage space, covered and lockable if necessary; the required energy, water, fuels and lubricants and, unless otherwise agreed, the required ladders, scaffolding, canteen facilities, heating and other auxiliary materials to be designated by Staad.
b. Counterparty shall ensure that all activities on which Staad must build during assembly, installation and/or commissioning and which have not been agreed to be carried out by Staad are carried out in a timely and proper manner. Counterparty shall consult with Staad on a regular basis and shall provide Staad with all information required for proper coordination of the mutual activities.
c. Counterparty shall provide all cooperation to achieve and maintain safety in the workplace, taking into account the applicable statutory and company regulations. In particular, it shall ensure provisions in connection with fire.
d. Counterparty shall ensure that at the time Staad performs work at Counterparty regarding assembly, installation and/or commissioning, as well as other (service) work, an authorised representative of Counterparty is present at all times. The lack of representative authority on the part of Counterparty is at its own expense and risk. All resulting damage (including consequential damage) and costs shall be borne by Counterparty. If no authorised representative on behalf of Counterparty is present at the aforementioned work, the Staad employee shall leave without performing any work. In that case, the costs associated with a new appointment shall be borne entirely by Counterparty.
e. Counterparty shall ensure a proper written recording at the time of delivery, which shall be submitted to Staad for approval. Upon delivery of the work, the parties shall, at the initiative of Counterparty, draw up a proper delivery report, failing which Counterparty shall be deemed to have agreed to the delivered work.

10. Quality; repair of defects; servicing
10.1 Staad delivers goods and performs work that meets the quality requirements that have been expressly agreed and the statutory regulations that are in force in the Netherlands at the time of Staad's last offer. If Staad becomes aware of new relevant statutory regulations in the Netherlands after its last offer but before delivery, Staad will report this to the Counterparty. Any adjustment of the performance to be delivered by Staad will take place in mutual consultation. The delivery period will be adjusted as necessary and the additional costs for Staad resulting from the adjustment will be borne by the Counterparty.

10.2 To the extent that a permit is required for the possession and/or use of goods, the Counterparty shall itself ensure that it is obtained.

10.3 After delivery of goods or after Staad has notified the Counterparty that it has completed the agreed work, the Counterparty must carefully check the goods and/or work for completeness and soundness as soon as possible, but in any case within three (3) working days after delivery or Staad's notification. Any shortages and/or defects (being any failure to comply with what was agreed) that the Counterparty could have discovered during a careful inspection in the period referred to in the previous sentence or that it discovered but subsequently did not report to Staad in writing within two (2) working days after delivery or Staad's notification, can no longer be invoked against Staad. This also applies in the event of partial deliveries.

10.4 Deficiencies or defects that become apparent during the inspection referred to in 10.3 and that are reported to Staad in writing in a timely manner, as well as shortages or defects that could not have been discovered during the inspection referred to in 10.3 but that come to light within two months after delivery of the relevant goods or completion of the relevant work or after a possible recall by Staad and are reported to Staad in writing within two (2) working days after discovery, Staad will repair and/or replace the shortcoming and/or defect to the extent possible, all at Staad's discretion. Unless otherwise provided in 10.5 below, repair and/or replacement shall be at Staad's expense.

10.5 The following provisions also apply with regard to repair and/or replacement:
a. Staad will make every effort to repair and/or replace as soon as possible under the circumstances. The other party will provide all necessary cooperation.
b. Repair and/or replacement shall take place as much as possible at a location designated by Staad. The transport of the goods to and from that location shall be at the expense and risk of the Counterparty.
c. In the event of repair and/or replacement outside the Netherlands, the travel and accommodation costs of (employees of) Staad will also be borne by the Other Party.
d. Goods or parts that are replaced automatically become the property of Staad. If this transfer of ownership requires the cooperation of the Counterparty, the Counterparty will provide this cooperation at the first request of Staad.
e. If shortages and/or defects occur with regard to goods that Staad has obtained from third parties or with regard to work that Staad has had carried out by third parties, then - without prejudice to the provisions of 10.3 - the repair and/or replacement thereof will only take place free of charge, insofar as the third party bears the costs thereof.
f. Counterparty shall not be entitled to repair and/or replacement of deficiencies and defects vis-à-vis Staad which are likely to be the result of normal wear and tear; of improper or careless use; of use not in accordance with the intended purpose; of no or incorrect maintenance; of installation, assembly, modification or repair by Counterparty or third parties; or of failure to (correctly) follow certain directions or instructions from Staad. Counterparty shall also not be entitled to repair and/or replacement of defects if these concern defects with regard to (parts of) goods supplied by Staad which were not made, processed and/or modified by Staad and/or if Counterparty has ever rented the goods or made them available to third parties without having kept strict supervision in this regard.
g. The right of the Counterparty against Staad to repair and/or replace shortages and/or defects shall lapse if the Counterparty carries out repair work or repair attempts itself or has them carried out by a third party without prior permission from Staad.
h. The occurrence of shortages and/or defects does not constitute grounds for suspension of the payment obligation of the Counterparty towards Staad. If the Counterparty fails to meet its payment obligation even after a written reminder to do so, this will result in the forfeiture of its right to repair and/or replacement of shortages and defects.

10.6 If the Counterparty complains about a shortage or defect that cannot be repaired and/or replaced or can only be repaired and/or replaced at a cost that is disproportionately high for Staad, Staad is not obliged to repair and/or replace the defect or shortage. In that case, the price for the delivered goods will be reduced, which reduction will be determined as much as possible on the basis of consultation between Staad and the Counterparty and taking into account the unit prices used when concluding the relevant agreement, or the relevant agreement can be terminated in writing by either of the parties, whereby the Counterparty is only entitled to terminate the relevant agreement if the shortage or defect that cannot be repaired and/or replaced at reasonable costs is so objectionable to him that, despite a price reduction, maintenance of the relevant agreement cannot reasonably be expected of him.

10.7 The occurrence of shortages or defects in respect of which Staad has an obligation to repair and/or replace can - apart from the case mentioned in 10.6 - only constitute grounds for termination of the relevant agreement by the Other Party if Staad, even after a written reminder to do so, fails to repair and/or replace the shortage or defect (as yet) within a reasonable period taking all circumstances into account.

10.8 In any case in which the Counterparty terminates the agreement, it is obliged to compensate Staad for all damages (including consequential damages) resulting from the termination, whereby the damages are set at at least 15% of the total purchase price. If the Counterparty fails to pay these damages to Staad within a reasonable period, Staad is entitled to still demand performance of the agreement and the Counterparty's right to invoke the termination lapses.

10.9 Repair of defects and liability for costs are excluded for delivered goods that were not new at the time of delivery by Staad, for the inspection and repair of goods of the Other Party and for goods and/or parts for which a factory warranty has been provided.

10.10 Only purchased goods that are in the original, unopened packaging can be returned within 14 days of purchase. Purchased electrical components cannot be returned. Returns are at the Counterparty's own expense and risk.

10.11 Any claim by Counterparty regarding performance, annulment or termination of the agreement shall lapse if Counterparty has not validly instituted legal proceedings against Staad within six (6) months after timely reporting of a shortage or defect in accordance with the provisions of 10.3 and 10.4. Any legal proceedings shall in any case lapse after a period of one (1) year after the right arose.

10.12 The Counterparty guarantees that the person who places an order on behalf of the Counterparty to perform (service) work is also authorised to do so.

11. Intellectual property rights
11.1. All information contained in the offers, quotations, products, designs, models, images, photos, website, logos, as well as the related Intellectual Property Rights are the exclusive property of Staad or its licensors. Staad is also the beneficiary of the Intellectual Property Rights that arise during the execution of the Agreement.

11.2. Counterparty is not permitted to disclose, reproduce, make available to third parties, make available for inspection, or to affix, remove or otherwise modify any indication regarding Intellectual Property Rights on the documents and materials obtained from Staad as referred to in Article 11.1, in whole or in part, without prior written permission from Staad.

11.3. If the Counterparty infringes Staad's Intellectual Property Rights, Staad shall be entitled to an immediately payable fine of €2,500,000 (in words: two and a half million euros), without prejudice to Staad's right to compensation for the actual damage suffered.

11.4. To the extent that an Intellectual Property Right can be obtained by a deposit or registration, only Staad is authorized to do so. Where necessary, the Counterparty will cooperate in establishing the Intellectual Property Rights that have arisen in the name of Staad.

11.5. Staad may take technical (precautionary) measures to protect and safeguard the Intellectual Property Rights that rest on the products and/or materials supplied by Staad.

11.6. Staad does not guarantee in any way that the products, services and/or materials supplied by it do not infringe any Intellectual Property Rights of third parties.

11.7. Staad is not liable for any infringement of Intellectual Property Rights of third parties by products, services and/or materials supplied by it and cannot be held responsible for such infringements.

12. Force Majeure
12.1 For Staad, force majeure shall be deemed to be circumstances of a factual, legal or other nature which - whether or not foreseeable - prevent timely performance of the agreement through no fault of Staad or, in Staad's opinion, make it particularly difficult. Such circumstances shall include, but not be limited to: strikes; sit-ins; production interruptions due to machine breakdown, disruptions in the supply of energy and water or fire, etc.; import, export and production bans and other government measures; transport restrictions; pandemics; war; (geo)political unrest in countries of suppliers; and failures of suppliers and assistants.

12.2 If Staad experiences a force majeure situation, it will notify the Counterparty thereof as soon as possible. Unless there is no doubt that the force majeure situation will last thirty full working days or longer, Staad has the right to suspend the obligations the fulfilment of which is prevented by force majeure or, in Staad's opinion, becomes particularly difficult for Staad, and the corresponding obligations that have not yet been fulfilled, without any right to compensation arising. As soon as there is no doubt that the force majeure situation will last longer than thirty full working days, or as soon as the force majeure situation has lasted longer than thirty full working days, each of the parties is entitled to terminate the agreement by means of a written statement addressed to the other party, without any right to compensation arising.

13. Liability
13.1 Counterparty shall be liable for all loss or damage, including consequential damage, lost profit, lost savings, loss of data and damage due to business stagnation and idleness, of whatever nature and regardless of the manner in which it arises or is caused, which occurs to Staad and/or third parties, including persons and legal entities working with or for Staad, in connection with the agreement or with the actions or omissions (including failure to follow instructions, directions, protocols, manuals or regulations and failure to act with sufficient care) of Counterparty, its personnel, its subcontractors, third parties engaged by it and/or suppliers.

13.2 Counterparty shall indemnify Staad against claims from third parties, including employees of Staad, who suffer the aforementioned loss or damage. Counterparty shall be obliged to compensate Staad for all damage suffered in this regard, including but not limited to the full costs of defense.

13.3 Damage to and/or loss of property of the Counterparty and that of its personnel, subcontractors, third parties engaged by it and/or suppliers, as well as loss or damage caused by injury to a person, is at the expense and risk of the Counterparty.

13.4 The Counterparty is also liable for all loss and/or damage resulting from the presence and/or use in the performance of the agreement of tools and materials used or supplied by it or from the infringement of third-party rights and Intellectual Property Rights.

13.5 Counterparty must take out sufficient insurance to cover the risks against damage of any nature whatsoever. Counterparty guarantees to Staad that it has taken out sufficient insurance against possible risks that arise in connection with or as a result of (the performance of) the agreement. Any restrictions in the insurance policy, exclusion clauses and/or coverage restrictions are at the expense and risk of Counterparty.

13.6 Staad shall not be liable for any loss or damage, including consequential damage, lost profits, lost savings, loss of data and damage due to business stagnation and idle time, of whatever nature and regardless of the manner in which it arises or is caused (and regardless of whether it is attributable to Staad or not), which occurs to the Counterparty, its personnel and/or third parties involved.

13.7 If Staad is liable for any reason whatsoever, the total liability is always limited to the amount paid out in the relevant case by the (liability) insurer under Staad's applicable liability insurance, including the deductible that Staad bears in the relevant case in connection with that liability insurance.

13.8 In the event of rental, Staad's liability can never exceed 15% of the sum of the rental amounts already received by Staad, excluding VAT. Staad rejects any form of project liability in advance.

13.9 In the event – for whatever reason – no payment is made under the liability insurance referred to in Article 13.7, Staad's total liability for direct damage is limited to a maximum of 15% of the invoice value of the order, up to a maximum of €25,000. The above limitation of liability will not be invoked if damage is the result of intent or gross negligence on the part of Staad.

13.10 The possibility for the Counterparty to institute any legal proceedings or to initiate any dispute in connection with or in connection with the agreement between the parties shall lapse or expire after one year after the reason for this arose.

13.11 Counterparty shall indemnify Staad against all claims by third parties due to product liability as a result of a shortcoming or defect in a product that Counterparty has delivered and/or made available to Staad. Counterparty shall be obliged to compensate Staad for all damage suffered in this regard, including but not limited to the full costs of defence.

13.12 If the Counterparty holds Staad liable for compensation for damage on the basis of a claim taken over from a third party, in the causation of which Staad is in any way directly or indirectly involved, Staad may also invoke the above provisions against the Counterparty.

13.13 If Counterparty sells or resells goods purchased from Staad to a third party, any liability of Staad towards Counterparty shall end and Counterparty shall indemnify Staad against all claims of the purchasing party and subsequent purchasing parties relating to the aforementioned goods.

13.14 Any claim and/or appeal to any guarantee on Staad shall lapse immediately if the Other Party makes any change and/or adjustment to the delivered goods or to the goods, including explicitly any adjustment to the IP rights, adjustments to (essential) parts of the machine, changes or additions to the software and/or its use, and changes to the prescribed use.

13.15 The above provisions also apply to the benefit of persons who are in any way involved in the performance of Staad's obligations towards the Counterparty.

14. Protection of personal data
14.1 The Counterparty guarantees to Staad that, when collecting and (further) processing personal data in the context of the agreement by or on behalf of Staad, it will comply with all obligations arising from the General Data Protection Regulation (GDPR), the GDPR Implementation Act and, from the date of entry into force thereof, the ePrivacy Regulation and associated laws and regulations.

14.2 The Counterparty guarantees that the work carried out in the performance of the agreement and the associated goods and services (including subsequent changes), the processing of personal data therewith, and the storage by it or its sub-processors of entered and processed personal data comply with all legal requirements, as well as with the principles considered important by the legislator, including data protection by design, data protection by default settings and data minimization.

14.3 The Counterparty guarantees that it has provided Staad with all information and has not withheld any relevant facts regarding the extent to which it complies with these laws and regulations. If it appears that the performance of the agreement must undergo a change due to current or changing legislation regarding the protection of personal data, the Counterparty will take care of this at its own expense.

14.4 The Counterparty is not entitled at any time to use the personal data that it receives in any way, in whole or in part, for any purpose other than the performance of the agreement.

14.5 The Counterparty guarantees that, in accordance with the processing agreement referred to below, it will always maintain an appropriate technical and organizational security level to protect the personal data processed on behalf of Staad.

14.6 If the Counterparty is to be regarded as a processor within the meaning of the GDPR, it will, at Staad's first request, enter into and sign a written processing agreement with it in addition to the provisions of this article.

14.7 In order to comply with the information obligations arising from the GDPR, the Counterparty will, if necessary, draw up a privacy statement per agreement or assignment, which will be submitted by the Counterparty to each user or customer of Staad before it is put into use. The Counterparty will send a draft to Staad for this purpose, in which any changes to Staad will be processed by the Counterparty. The Counterparty will comply with all commitments made to users or customers of Staad in this privacy statement and guarantee the rights of data subjects (including access, correction and deletion).

14.8 The Counterparty shall indemnify Staad against all claims from third parties (including in any case users and government agencies), and for damages, financial government sanctions and costs (including legal assistance costs) related to these claims, which arise from a breach by the Counterparty of all guarantees included in this article and/or from a breach of any obligation incumbent on the Counterparty under the aforementioned processing agreement.

14.9 After termination of the agreement, the Counterparty will destroy all personal data received from Staad or from Staad in the context of the performance of the agreement and provide Staad with proof of this destruction upon first request.

15. Other; applicable law; competent court
15.1 The Dutch text of the Terms and Conditions prevails over the text of any translations.

15.2 The nullity or voidability of any provision of these conditions or of the agreement shall not affect the validity of the other provisions. Staad and the Counterparty are obliged to replace provisions that are null and void or have been annulled by valid provisions that have as much the same purport as possible as the null and void or annulled provision.

15.3 The legal relationship(s) between Staad and the Counterparty are exclusively governed by Dutch law.

15.4 Unless mandatory statutory provisions provide otherwise and the parties do not subsequently agree to arbitration, the court within whose jurisdiction Staad has its principal place of business shall have exclusive jurisdiction to hear disputes that arise between Staad and the Counterparty concerning or related to a legal relationship between them and that cannot be resolved amicably. However, Staad shall remain entitled to also sue the Counterparty – at Staad’s discretion – before the court in whose jurisdiction the Counterparty has an establishment.

15.5 If the parties subsequently agree to arbitration, such arbitration shall, unless otherwise agreed, be governed by the then applicable arbitration rules of the Council of Arbitration for the Metal Industry and Trade in The Hague.

General terms and conditions of delivery - January 2025