1.1 In these General Terms and Conditions of Sale (Terms and Conditions), the following concepts have the following meanings:  

 

Customer: any party to whom Van Der Spek NV provides or has agreed to provide goods and/or services, any party for whom Van Der Spek NV performs or has agreed to perform work and any party who placed an order of any other kind with Van Der Spek NV. 

 

Agreement: all agreements between Van Der Spek NV and the Customer with respect to the purchase/sale and delivery of goods and/or services and/or the performance of (contracting) work by Van Der Spek NV for or on behalf of the Customer, as well as all other orders, instructions and (legal) transactions provided by the Customer to Van Der Spek NV with respect to the purchase/sale and delivery of goods and/or services and/or the performance of (contracting) work.  

 

1.2 These Terms and Conditions apply to all offers and quotations of Van Der Spek NV, all Agreements, including the actions required for their conclusion, the creation of a work, any complementary or subsequent agreements, as well as all (legal) transactions, orders and instructions between Van Der Spek NV and the Customer with respect to the foregoing.  These Terms and Conditions furthermore apply to all kinds of services provided by Van Der Spek NV to a Customer that are (in any way) related to the above-mentioned agreements (e.g. the provision of technical advice free of charge). 

 

1.3 These Terms and Conditions are applicable on an exclusive basis in the sense that specific and general terms and conditions of the Customer are not applicable unless they have been explicitly accepted by Van Der Spek NV in writing. 

 

1.4 In case of contradictions between the provisions of the Agreement and these Terms and Conditions, the provisions of the Agreement prevail.

 

1.5 In case of any discrepancy between the Dutch, the French, the English or the German version of these Terms and Conditions, the Dutch version prevails. 

 

1.6 If a “Warranty Statement” is delivered at the time of the purchase/sale or exchange of a second–hand crane and/or part(s) (Warranty Statement), the conditions of the Warranty Statement also apply.  If the conditions of the Warranty Statement differ from these Terms and Conditions, the conditions of the Warranty Statement prevail.  In case of contradictions between the text of the Agreement and that of the Warranty Statement, the text of the Warranty Statement prevails. 
 

 

 

2.1 Unless explicitly stated otherwise, all offers of Van Der Spek NV, made in any form, are non-binding in the sense that even after acceptance by the Customer of an offer made by Van Der Spek NV, the latter is entitled to revoke the offer during a period of three full calendar weeks following the acceptance. 

 

2.2 Unless explicitly stated otherwise, statements and specifications relating to dimensions, capacities, performances or results in images, drawings, catalogues, price lists, advertising material etc. are estimates only, that are not binding for Van Der Spek NV. 

 

 

3.1 Unless explicitly stated otherwise, a price stated or agreed does not include VAT or any other government tax payable with respect to the Agreement, and if Van Der Spek NV organises the transport in accordance with article 4.3 of these Terms and Conditions, the price does not include the costs of packaging, transport and insurance.  

 

3.2 If the sale or delivery of goods is combined with the provision of additional services (including but not limited to assembly, commissioning, repair, maintenance or similar services), Van Der Spek NV will charge the hourly rates applicable at that time, as well as the price of the equipment that would be used for the provision of (any of) the above-mentioned services.  The time to travel from and to the site and the waiting time at the site are also charged as working hours.  In case of nightwork, overtime or work performed on Sundays and public holidays, the increased hourly rates applicable at Van Der Spek NV at that time are charged.  Travel and other expenses are charged and invoiced separately.  Whenever Van Der Spek NV offers these additional services, these services constitute best efforts obligations of Van Der Spek NV.  

 

3.3 If the cost of performance of the Agreement increases for Van Der Spek NV because cost factors that are relevant for the price, such as wages, social and other insurance premiums, costs of materials, foreign exchange rates etc., have increased after the date of the most recent quotation submitted by Van Der Spek NV, the latter is entitled to charge the cost increases by means of a price adjustment. 

 

3.4 If Van Der Spek NV and the Customer have agreed on a price in a currency other than euro and if the value of that other currency against euro decreases after the date of the most recent quotation submitted by Van Der Spek NV, the latter is entitled to adjust the price to the extent that is necessary to compensated for the decrease in value until the date of full payment. 

 

3.5 Unless explicitly agreed otherwise in writing, all invoices are payable in cash.  In case of non-payment on the due date, a contractual late payment interest will be payable by operation of law and without prior notice of default, at a rate equalling the interest rate referred to in the Act of 02.08.2002 on combating late payment in commercial transactions, with a minimum of 8%.  In addition, a fixed compensation will be payable by operation of law and without prior notice of default, equalling 12% of the unpaid balance, as well as any legal expenses and/or lawyer fees which Van Der Spek NV may have to pay in view of obtaining correct and full payment, with a minimum of 125 euro.  This contractual late payment interests and the compensation do not affect any other rights or (legal) means which Van Der Spek NV may invoke on the basis of any other agreement with the Customer or on the basis of the applicable law.  

 

3.6 Any invoices that are not disputed by registered post within a period of eight (8) days after having been sent will be deemed to have been accepted. 

 

3.7 In case of non-payment of one of the invoices of Van Der Spek NV on its due date, Van Der Spek NV also reserves the right to suspend further delivery of the goods and/or the provision of additional services and/or other goods or services without prior notice of default.  Furthermore, any invoices that have not yet fallen due will become immediately payable.

 

3.8 Should Van Der Spek NV have reasons to doubt that the Customer will be able to fulfil their obligations – the following circumstances constituting sufficient reason for doubt: repeated non-payment, attachment of the Customer’s property, payment extension (requests), bankruptcy (petition), full or partial discontinuation of business activities – any amounts owed by the Customer to Van Der Spek NV will become immediately payable and Van Der Spek NV is authorised to suspend the fulfilment of their obligations until the Customer has fulfilled all their obligations, including full payment or – if Van Der Spek NV agrees – the provision of security for payment.  If no full payment or adequate security is provided within a period of fourteen (14) calendar days following the relevant request made by Van Der Spek NV, the latter is authorised to declare the relevant Agreement dissolved, without prior notice of default or intervention by a court, without prejudice to their right to compensation of existing or future damage. 

 

3.9 In addition to the possibilities for Van Der Spek NV to dissolve the Agreement on the basis of article 3.8 of these Terms and Conditions, Van Der Spek NV can decide to either suspend the performance of all or part of the Agreement or to dissolve all or part of the Agreement to the prejudice of the Customer by means of a written communication and without intervention by a court, with immediate effect and without having the obligation to pay any compensation if:  

– The Customer fails to fulfil one or several of their obligations under the Agreement and/or these Terms and Conditions; 

– The Customer’s business is sold or discontinued; 

– Permits required for the performance of the Agreement are cancelled;  

– One or several operating assets of the Customer are attached. 

 

3.10 If an insolvency procedure is started (bankruptcy, composition, liquidation) or in case of attachment or any other event of concurrence, a setoff will take place automatically and by operation of law, without prior notice of default or decision by a court, notwithstanding any transfer of rights to which it relates.   In those cases, any payment facilities granted will be cancelled by operation of law and without prior notice and a setoff of these amounts will take place as well.  Pursuant to articles 14 and 15 of the Act on financial collateral and on various tax provisions in relation to in rem collateral arrangements and loans for financial instruments, this setoff will be enforceable against the Customer’s other creditors. 
 

 

 

4.1 The parties explicitly agree that the transfer of ownership of the equipment sold will only take place after full payment of the price that was agreed, increased by the costs and interests, if any. 

  

4.2 The Customer has the obligation to purchase the goods and services at the time and at the location determined in the relevant Agreement and/or these Terms and Conditions.  Should the Customer fail to make full payment for the goods or services purchased, Van Der Spek NV will send the Customer a formal notice of default to fulfil their obligations at the latest ten days following the date on which the notice of default was sent.  If the situation is not rectified, Van Der Spek NV is entitled to either demand performance of the Agreement or to dissolve the Agreement to the prejudice of the Customer and without the intervention of a court.  In case of dissolution of the Agreement, Van Der Spek NV is entitled to a fixed compensation equalling 20% of the agreed price, unless Van Der Spek NV provides proof of more extensive damage. 

 

4.3 Unless explicitly agreed otherwise, deliveries will take place ex works within the meaning of the most recent version of the Incoterms drawn up by the International Chamber of Commerce at the warehouse of Van Der Spek NV or at the location where the equipment is stored upon conclusion of the Agreement (including but not limited to the manufacturer’s warehouse or production plant).  The mere fact that delivery by Van Der Spek NV takes place at a location other than their own warehouse or the location where the equipment is stored upon conclusion of the Agreement does not qualify as an agreement to not have the delivery take place ex works. 

 

4.4 The delivery or execution times stated or agreed are always by way of indication only and are to be calculated as from the day of conclusion of the Agreement or, if payment to Van Der Spek NV of an amount before or at the start of the performance of the Agreement has been agreed, as from the day on which full payment of this amount is received.  This delivery or execution time is automatically extended if Van Der Spek NV is prevented from fulfilling their contractual obligations due to circumstances beyond their control (including circumstances due to the supplier or manufacturer and force majeure), for as long as these circumstances exist.  If one of these circumstances occurs, the performance of the Agreement by Van Der Spek NV will be temporarily suspended by operation of law.  Should the performance of the Agreement become impossible due to one of these circumstances, it will be dissolved by operation of law without either of the parties being entitled to any compensation. 

 

4.5 Should the indicative delivery or execution times or dates be exceeded by more than 4 months due to a fault attributable to Van Der Spek NV, the Customer is entitled to terminate the contract with 2 (two) weeks’ notice by means of a registered letter.  Notwithstanding any provisions to the contrary in the Agreement or in applicable laws, Van Der Spek NV will under no circumstances be liable for any damage incurred by the Customer as a result of or in connection with this termination. 

 

4.6 The risk attached to goods to be delivered by Van Der Spek NV is transferred permanently to the Customer at the time of arrival at the place of delivery.  Should the Customer fail to accept the goods and/or services at the time of delivery agreed between Van Der Spek NV and the Customer for reasons not attributable to Van Der Spek NV, the risk will be transferred permanently to the Customer at the agreed time of delivery.  Any expenses incurred by Van Der Spek NV due to the refusal by the Customer to collect the goods delivered, such as costs for storage and transport, are entirely payable by the Customer.  

 

4.7 The Customer can only use goods that are still subject to a retention of title within the context of their ordinary business activities.  The Customer is not allowed to sell or rent these goods, nor to encumber them with securities or other restricted rights.  The Customer shall inform third parties of the retention of title by Van Der Spek NV. 

 

4.8 Should the Customer fail or threaten to fail any payment obligation, Van Der Spek NV is authorised to recover any goods that are still subject to a retention of title without the cooperation of the Customer.  Van Der Spek NV has no obligation to compensate the Customer for any damage incurred as a result of the recovery of the goods.  The expenses incurred by the Customer and Van Der Spek NV for the recovery and possible realisation of the goods are payable in full by the Customer.  Any amounts which Van Der Spek NV can still claim from the Customer will be reduced by the market value of the goods recovered by Van Der Spek NV.  However, the compensation payable by the Customer may not be lower than the fixed compensation equalling 20% of the purchase price, as determined in article 4.2.  Van Der Spek NV can never be obliged to pay a value exceeding the price of the goods as agreed with the Customer. 

 

In case of a conservatory or executory attachment of the goods or any other interference with the ownership rights of Van Der Spek NV, the Customer has the obligation to inform Van Der Spek NV within twenty-four (24) hours on penalty of being held liable, as well as to notify the creditor of the retention of title without delay.  

 

If the Customer is not the owner of the immovable property where the equipment is situated or is installed or if the Customer ceases to be the owner, the Customer undertakes, on penalty of being held liable, to notify the owner of the immovable property as well as the mortgagee or pledgee of the Customer’s business premises of the fact that the equipment is not owned by the Customer and cannot be subject to the benefit referred to in article 20, 1° of the Act of 16 December 1851. This notification is to be sent by registered post at the latest before the date of installation of the equipment in the immovable property. 
 

 

 

5.1 If Van Der Spek NV delivers goods, Van Der Spek NV only carries out the assembly, installation and/or commissioning if this was explicitly agreed in accordance with the provisions of article 3.2 of these Terms and Conditions. 

 

5.2 If Van Der Spek NV carries out the assembly, installation and/or commissioning, the Customer undertakes to provide Van Der Spek NV with all the assistance that is necessary to enable Van Der Spek NV to carry out the assembly, installation and other works in time and with due care.  The Customer will in any case be responsible for proper and safe access to the site (at least starting on the day of the preliminary site visit, if any), including in particular the exclusion of any fire hazard, also outside the Customer’s customary working hours if necessary, any permits required for the works, an unloading area, sufficient storage space, covered and lockable if necessary, sanitary and eating facilities, the required energy, water, fuel and lubricant supplies, the earthing of the crane, a sufficiently stable basis for the installation of the tower crane and the mobile crane, unless otherwise agreed, the required ladders, scaffolds and other auxiliary equipment indicated by Van Der Spek NV and the guarantee of a safe workplace in accordance with all legal and company regulations. For the calculation of the cost of delivery, it is assumed that the building site is suitable and easily accessible to the equipment, that the mobile crane can be installed at the foot of the tower crane, unless mentioned otherwise, and that the assembly will not need to be postponed or interrupted due to other works at the Customer`s site.  Any costs resulting from an inadequate preparation of the site shall be paid by the Customer.  These costs are calculated at the customary hourly rate of Van Der Spek NV.  

 

5.3 During the assembly carried out by Van Der Spek NV, the Customer’s staff needs to be present in order to provide logistic support for the installation of the crane.  Problems during the assembly are to be mentioned on the delivery note immediately or reported by email. 

 

5.4 The Customer takes care that all works which Van Der Spek NV will use during the assembly, installation and/or commissioning and which are not expected to be carried out by Van Der Spek NV – including all disassembly works and all electricity and plumbing, earthworks, masonry, foundations, carpentry and painting and any other construction works – will be sound and carried out in time. The Customer will consult with Van Der Spek NV on a regular basis and will provide Van Der Spek NV with all information required for an adequate co-ordination of the works. 

 

5.5 If a site inspection report is delivered to the site or project manager before the assembly and/or disassembly and is not returned or is returned without remarks within 2 working days, this report will be binding for the organisation of the (dis)assembly. 

 

5.6 If the Customer postpones or cancels the assembly of disassembly less then twenty-four (24) hours before the scheduled time for the assembly or disassembly, the costs of the mobile crane and the transport will be charged in full to the Customer.  The written notification by the Customer will determine the time of postponement or cancellation.  

 

5.7 Van Der Spek NV is authorised to have the (dis)assembly take place or not without having the obligation to pay a compensation for this decision.  

 

5.8 If the assembly or disassembly or a repair must be stopped while in progress, in particular due to wind, cold, heat, a government decision or force majeure, a lost operation will be charged for a minimum of fifty (50)% of the amount of the quotation.  Should the Customer insist on performing the work against the advice of Van Der Spek NV, the costs resulting from any discontinuation of the works shall be paid entirely by the Customer.  

 

5.9 The Customer is responsible for the installation and regular checks of the tracks of the crane and/or of the foundations; for the provision of power supply with a maximum voltage variation of five (5)% (under full crane load) and a switch cabinet to the foot of the rented equipment, which needs to comply with the applicable AREI regulations; for the earthing of the crane; for the soil resistivity, both for the mobile crane and for the tower crane; for the stability of the building or the supporting wall and for the calibration weights required for inspection. 
 

 

 

6.1 If a permit is required for the possession and/or use of the goods, the Customer is responsible for obtaining this permit. 

 

6.2 If police authorisations, signage, street closures, the removal of public utilities or other interventions are necessary for the assembly, use, disassembly or telescoping of the tower crane and the mobile crane by Van Der Spek NV, they will be applied for by the Customer.  All relating costs will be borne exclusively by the Customer. 
 

 

 

7.1 Without prejudice to any specific provisions of these Terms and Conditions, the following provisions are applicable to the liability of Van Der Spek NV towards the Customer for damage of any kind, including but not limited to damage incurred as a result of a breach of contract on the part of Van Der Spek NV, their staff and managers or on the part of third parties called in by Van Der Spek NV: 

 

7.2 Any (contractual or statutory) rights or remedies of the Customer other than those mentioned above are hereby excluded.  Van Der Spek NV specifically does not accept liability for loss of profit, loss of sales, loss due to closure, cost increases, loss of customers, reputational damage, loss of data, loss of goodwill, loss of use of the goods, loss of time, business interruption, rent of replacement machines and equipment, lost opportunity, inconvenience or any indirect, consequential or incidental damage incurred by the Customer.  This list is not exhaustive. 

 

 

 

The provisions below contain the sole and exclusive remedies available to the Customer pursuant to the contract or otherwise with respect to the goods or services to which these Terms and Conditions apply: 

 

8.1 If the Customer incurs damage as a direct consequence of the intentional failure by Van Der Spek NV to deliver the goods or provide the services within the agreed (non-indicative) period, the liability of Van Der Spek NV is limited to a compensation of 0.5% (zero point five per cent) of the price of the delayed goods or services per full week of delay and cannot exceed 5% (five per cent) of the price of the respective goods or services; the compensation shall never exceed reasonable limits.  The above remedy replaces all other rights or remedies which may be available to the Customer pursuant to this contract, another contract or by law.  Under no circumstances will Van Der Spek NV accept liability for delay in a delivery or execution caused by mere negligence. 

 

8.2 The Customer has the obligation to thoroughly inspect the goods or services immediately after delivery of the goods or completion of the services.  This also applies to partial deliveries.  Any damage, any defect or any other non-conformity with the Agreement is to be reported in writing to Van Der Spek NV immediately and never later than 36 (thirty-six) hours following the delivery of the goods or the completion of the services.  If Van Der Spek NV does not receive any notification within this period of time, the goods or services are deemed to have been accepted in full.  Should the Customer fail to perform the inspection and/or decide to make use of defective goods or services, the Customer will be deemed to have accepted these goods or services and Van Der Spek NV will be released from any liability with respect to these goods or services.  Any damage or any defect in light of the agreement which could not reasonably be discovered by the Customer during this thorough inspection and which is revealed afterwards is to be reported to Van Der Spek NV immediately and in no event later than 36 (thirty-six) hours after its discovery.  In the notification, the Customer needs to specify the damage, defect or other non-conformity with the agreement, the number and date of the respective delivery documents and/or invoice and the circumstances under which the damage, defect or other non-conformity with the agreement has come to light.  If Van Der Spek NV does not receive any notification within this period of time, the goods or services are deemed to have been accepted in full. The Customer shall compensate Van Der Spek NV for any costs incurred as a result of or in connection with any unjustified claim or any claim that does not meet the above requirements. 

 

8.3 The obligations of Van Der Spek NV and any claims by the Customer resulting from article 8.2 of these Terms and Conditions are limited to either the repair or the replacement, at the option and at the expense of Van Der Spek NV, of any goods or services (or part thereof) found to be defective by Van Der Spek NV (hereinafter referred to as “warranty measures”).  Consequently, the Customer is not entitled to any compensation.  Should Van Der Spek NV eventually fail to take these warranty measures, Van Der Spek NV shall, at the Customer`s request, either grant the Customer a reasonable price reduction or the right to cancel the relevant agreement, the latter provided that the defect that is not repaired is of a nature and extent that essentially interfere with the Customer’s use of the respective goods or services.  The warranty measures are the only remedy available to the Customer.  The ownership of the goods (or parts thereof) that have been replaced by Van Der Spek NV within the context of the repairs will be transferred to Van Der Spek NV.  The costs of any corrective actions undertaken by the Customer or by third parties on the Customer`s orders will not be reimbursed by Van Der Spek NV.  If shortages or defects occur with respect to goods acquired by Van Der Spek NV from third parties or with respect to services of works carried out by third parties on behalf of Van Der Spek NV, the latter will only cover their repair or replacement if the third party concerned undertakes to pay the costs of repair or replacement. 

 

8.4 Without prejudice to any other obligation of proof for the Customer pursuant to these Terms and Conditions or otherwise, the Customer needs to send the parts to be replaced for inspection to Van Der Spek NV or the nearest office of the manufacturer (at the option of Van Der Spek NV) and to provide proof of the following: 

 

If the Customer fails to meet one of the above obligations, the Customer is deemed to have waived their rights under the above articles and any claims of the Customer are excluded. 

 

8.5 The obligations of Van Der Spek on the basis of article 8.2 do not apply to (non-exhaustive enumeration): 

 

 

8.6 The Customer shall grant Van Der Spek NV a reasonable period of time to take the warranty measures; this period will be extended if required by the operating conditions at Van Der Spek NV.  If Van Der Spek NV chooses to make the repairs at the Customer’s premises, the latter shall grant van Der Spek NV easy and safe access to the relevant goods (or parts thereof). 

 

8.7 Van Der Spek NV does not make any additional promises or give any additional guarantees with respect to the goods or services, unless these promises or guarantees are explicitly accepted in writing by Van Der Spek NV.  

 

8.8 Under no circumstances will Van Der Spek NV be liable toward the Customer for any improper use, misuse or other unhabitual or unauthorised use of the goods (or parts thereof) nor for any changes to the goods (or parts thereof) that have not been explicitly approved in writing in advance by Van Der Spek NV.  The Customer shall indemnify and safeguard Van Der Spek NV, their subsidiaries, distributors and agents as well as their respective officers, managers and employees against any claims, legal and other actions, liability, prejudice and costs (including but not limited to lawyers` fees) resulting from or in connection with any such improper use, misuse or other unhabitual or unauthorised use of the goods (or parts thereof) or any such unapproved change of the goods (or parts thereof). 

 

8.9 Any (contractual or statutory) rights or remedies of the Customer other than those mentioned above are hereby excluded. Van Der Spek NV specifically does not accept any liability for loss of profit, loss of goodwill, loss of use of the goods, loss of time, business interruption, inconvenience or any indirect, consequential or incidental damage incurred by the Customer.  This list is not exhaustive.

 

8.10 If Van Der Spek NV designed, developed or manufactured the goods on the basis of or taking into account construction data, drawings, models or other recommendations of the Customer, Van Der Spek NV is in under no circumstances responsible for the accuracy, fitness for the purpose or other aspects resulting from such data, drawings, models or recommendations of the Customer, and Van Der Spek NV accepts no commitment or responsibility other than constructing the goods in accordance with the data, drawings, models or recommendations of the Customer. 

 

8.11 The Customer shall indemnify and safeguard Van Der Spek NV, their subsidiaries, distributors and agents as well as their respective officers, managers and employees against any claims, legal and other actions, liability, prejudice and costs (including but not limited to lawyers` fees) resulting from or in connection with the use by Van Der Spek NV of drawings, samples, models or other data or recommendations of the Customer. 
 

 

 

9.1 Van Der Spek NV is and will remain the holder of all intellectual property rights with respect to their specifications, quotations, catalogues, documentation, plans, designs, other documents and goods.  These documents will be returned to Van Der Spek NV if the agreement is not entered into or is terminated.  Under no circumstances can the documents be forwarded to third parties without the prior written consent of Van Der Spek NV.  This provision is applicable under penalty of damages equalling fifteen (15)% of the full contractual amount, subject to the right of Van Der Spek NV to demand a compensation for the actual losses incurred. 

 

9.2 If the goods (or parts thereof) infringe copyrights, trademarks or patents granted in the country where Van Der Spek NV is established, i.e. Belgium, and if this infringement prevents the Customer from using the relevant goods or essentially interferes with the Customer’s use of the relevant goods, Van Der Spek NV will, at their option and at their own expense, either authorise the Customer to use the goods without incurring any liability toward third parties that may result from the infringement or replace the infringing goods (or parts thereof) by non-infringing goods (or parts thereof) within a reasonable period of time.  

 

9.3 If Van Der Spek NV makes use of materials, drawings, models, instructions etc. of or provided by the Customer and a third-party supplier claims damages on account of an infringement of an industrial or intellectual right relating to the use of the materials, drawings, models, instructions etc. of or provided by the Customer, they will inform the Customer without delay.  Van Der Spek NV leaves the handling and settlement of the third-party claim to the Customer, who will assume responsibility for all costs and losses relating to the third-party claim and incurred by the Customer and by Van Der Spek NV. Van Der Spek NV is authorised either to suspend the performance of the relevant Agreement pending the outcome of the Customer`s actions against the third party or, at the option of Van Der Spek NV, to dissolve the relevant Agreement with immediate effect without having to pay any compensation. 

 

 

10.1 Unless agreed in writing and in advance by Van Der Spek NV, the Customer is not authorised to transfer any rights and obligations resulting from the Agreement and these Terms and Conditions to third parties, nor to order third parties to exercise or perform any rights or obligations resulting from the Agreement and/or these Terms and Conditions.  Van Der Spek NV is authorised to transfer any rights and obligations resulting from the Agreement and these Terms and Conditions to third parties, or to order third parties to exercise or perform any rights or obligations resulting from the Agreement and/or these Terms and Conditions, without the prior written consent of the Customer. If the Customer’s consent to the transfer of rights and obligations or the intervention of third parties is required by law, this consent is hereby deemed granted. 

 

10.2 The invalidity of one of the provisions of the Agreement and/or these Terms and Conditions does not affect the validity of the other provisions of the Agreement and/or these Terms and Conditions.  Should a provision of the Agreement and/or these Terms and Conditions be invalid or unacceptable under the given circumstances, according to standards of reasonableness and fairness, Van Der Spek NV and the Customer will agree on a provision that is acceptable in light of all circumstances and that most closely reflects the scope of the invalid or unacceptable provision. 
 

 

 

11.1 These Terms and Conditions of Sale are governed by Belgian law, to the exclusion of the Vienna Sales Convention. 

 

11.2 Any disputes between Van Der Spek NV and the Customer resulting from or in connection with the legal relation(s) between Van Der Spek NV and the Customer, including the Agreement and these Terms and Conditions, including disputes relating to the existence and the validity of the legal relation(s) between Van Der Spek NV and the Customer, fall under the exclusive jurisdiction of the Courts that are competent for the registered office of Van Der Spek NV.