1/4 Version December 2023 GENERAL TERMS AND CONDITIONS OF DELIVERY HTX SOLAR. Located at de Beek in (3871 MS) Hoevelaken Registered with the Chamber of Commerce under number 92826342.
HTX Solar trades under two addresses. De Beek 12, 3871 MS Hoevelaken and Wageningseberg 34, 3825 GR in Amersfoort.
EKA energy trades under the name HTX Solar.
Payment method: Bank transfer
Bank account: NL85 BUNQ 2108 7834 82
Swift code: BUNQNL2AXXX
E-mail: support@htxsolar.nl; Tel: +31(0)85 086 78 00 (available on working days from 09:00 - 17:00).
VAT number: NL004980691B76
HTX Solar's EORI number is: NL1951477943
1 1. Applicability of terms and conditions
1.1 The most recent version of these terms and conditions apply to all products and services (such as (technical) advice on the products and related work) offered, sold and/or delivered by HTX Solar ('HTX Solar') and all related agreements between HTX Solar (or another group company affiliated to it as referred to in Section 2:24b of the Dutch Civil Code that refers to these terms and conditions) and an other party (hereinafter also referred to as 'Customer'). In these Terms and Conditions, an agreement refers to any agreement concluded between HTX Solar and the Customer, any amendment or addition thereto, as well as all (legal) acts in preparation and execution of that agreement.
1.2 Application of general terms and conditions used by the Customer is expressly rejected unless HTX Solar has expressly accepted their application in writing prior to the conclusion of an agreement.
1.3 All legal and natural persons engaged or involved by HTX Solar in the execution of any order placed by the Customer (including employees and directors of HTX Solar and legal entities affiliated with HTX Solar) may rely on the stipulations contained in these General Terms and Conditions of Sale.
1.4 If more than one (legal) person acts as HTX Solar's other party or behaves as such (e.g. by paying invoices to HTX Solar), all of them will be jointly and severally liable for their obligations to HTX Solar.
1.5 If one or more provisions of these General Terms and Conditions of Sale are invalid or void or are nullified, the other provisions of these General Terms and Conditions of Sale will remain in full force. HTX Solar and the Customer will then agree on new provisions to replace the invalid or nullified provisions, whereby the purpose and meaning of the original provision will be approximated as much as possible.
1.6 HTX Solar is entitled to amend these general terms and conditions. Customers will be deemed to have accepted the amendments in question if no written protest is received within fourteen days of HTX Solar's notification that the amendment will take place.
1.7 If these terms and conditions are translated into another language, the Dutch text will be binding.
- Offers and quotations.
2.1 All offers and quotations of HTX Solar are always without obligation and indivisible, unless the offer expressly states otherwise in writing. Price lists, brochures, yield and payback period calculations and other data provided by HTX Solar are not binding to HTX Solar. HTX Solar is never bound by deviations in an acceptance, including acceptance of only certain parts of an offer. Delivery terms in an offer are always indicative.
2.2 An agreement will be formed only when HTX Solar has confirmed an order or agreement in writing or when it actually executes the order. HTX Solar is entitled to revoke its offer until ten (10) working days after acceptance of an offer has reached it. HTX Solar is not obliged to resupply products that are no longer part of its product range.
2.3 Obvious mistakes and clerical, printing or calculation errors can always be corrected by HTX Solar.
2.4 The work and products relate exclusively to what is described in the offer. The Customer guarantees the accuracy and completeness of the information provided by or on behalf of the Customer to HTX Solar on which HTX Solar based its offer. Work or products not described in the offer or which are a consequence of incorrect or incomplete information provided by the Customer will be regarded as additional work or follow-up order(s) and will be charged separately. HTX Solar is not obliged to accept requests for additional work or follow-up orders and may stipulate that a new written agreement be concluded first.
2.5 If the Customer cancels all or part of a given order, order or assignment, it is obliged to reimburse HTX Solar for all costs incurred with a view to executing the order or assignment. The Customer is also obliged to pay compensation for loss of profit and other damage. The costs of cancellation are set at a minimum of 30% of the total order amount (excluding VAT), without prejudice to HTX Solar's right to full compensation as a result of the cancellation.
2.6 Additional agreements or changes to an agreement or promises made by HTX Solar personnel will bind HTX Solar only if they are confirmed by HTX Solar in writing.
2.7 If the Customer is a consumer, he has a statutory cooling-off period of 14 days within which he can cancel or dissolve the sale free of charge, provided that the sale took place at a distance and the Customer meets the other legal conditions.
- Prices and payment
3.1 HTX Solar's prices are in Euro (€) and exclude sales tax and other government levies and actual costs incurred by third parties or materials, as well as packaging and shipping costs.
3.2 If cost price changes occur, HTX Solar is entitled to increase the price agreed with the Customer on an interim basis. If Customer does not wish to agree to such an adjustment, the parties are entitled to terminate the agreement within fourteen days of the notification by the date on which the adjustment would take effect. Customer does not have this right if the adjustment is based on an index or (volume) measure agreed upon or known at the time of entering into an agreement.
3.3 Data from HTX Solar's administration provide complete proof of the deliveries and work carried out by HTX Solar and of the Customer's payment obligation, without prejudice to the Customer's right to provide evidence to the contrary. Invoiced amounts are due irrespective of whether the Customer has taken delivery of the delivered goods into use or makes use of them.
3.4 Unless expressly agreed otherwise, delivery shall only take place under full prepayment of the agreed amount. After placing orders, Customer will receive an invoice from HTX Solar. All invoices shall be paid in full by Customer in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, Customer shall pay no later than one day before delivery of goods or services, or within 8 (eight) days after the invoice date, whichever is earlier. In the event of Customer's liquidation, bankruptcy or suspension of payments, HTX Solar's claims against Customer will be immediately due and payable.
3.5 After the expiry of the payment term, the Customer will be in default by operation of law and will owe interest of 2% per month on the amount due, unless the statutory commercial interest rate of 6:119a of the Dutch Civil Code is higher, in which case the statutory commercial interest rate will be due. In addition, Customer shall be obliged to pay in full the extrajudicial costs related to the collection of this claim or the exercise of justice, the amount of which is set at a minimum of 15% of the claim.
3.6 Customer's right to set off claims against HTX Solar or to suspend payments is expressly excluded. The aforementioned waiver of the Customer's right of setoff also applies in the event of the Customer's bankruptcy or (provisional) suspension of payments.
3.7 Agreed payment discounts are one-off, can only be settled upon payment of the relevant invoice, and do not entitle Customer to future discounts, unless expressly agreed otherwise in writing. If the number of products or services to be purchased changes during the term of an agreement, discounts or benefits granted may be adjusted or revoked, and/or the quoted price level adjusted. Reductions in the price level do not apply retroactively.
3.8 Any payment made by Customer shall always be applied to settle all interest and costs due and subsequently those due and payable invoices that have been outstanding the longest, even if Customer states that payment relates to a later invoice.
3.9 The Customer must submit written, reasoned complaints about invoices directly to HTX Solar within eight days of delivery, failing which any claim against HTX Solar will lapse.
3.10 HTX Solar reserves the right to require further security for the fulfillment of the Customer's payment obligation. If the Customer fails to meet his payment obligations on time, or if the Customer fails to provide timely and complete security for the fulfilment of his payment obligations, HTX Solar may immediately suspend and/or cancel execution of the agreement. In that case, HTX Solar will never be obliged to pay any damages. The customer will remain obliged to pay for the performance already rendered by HTX Solar. 2/4 Version December 2023
3.11 HTX Solar is authorized to cross-settle and may set off all claims that the Customer (or a group company of the Customer) has against HTX Solar against claims that HTX Solar or its affiliates has against the Customer.
- Retention of title and right of retention.
4.1 All goods delivered and to be delivered will remain the sole property of HTX Solar until all claims that HTX Solar has or will acquire against the Customer or group companies of the Customer, including in any case the claims mentioned in Book 3:92, section 2, of the Dutch Civil Code, have been paid in full.
4.2 As long as ownership of the goods is not transferred to the Customer, the Customer may not alienate, pledge or grant third parties any other right to the goods.
4.3 At HTX Solar's first request, the Customer undertakes to cooperate in the establishment of a pledge on the claims which the Customer obtains or will obtain against its customers on account of the resale of goods delivered under retention of title.
4.4 The Customer was obliged to store goods delivered subject to retention of title with due care and as the recognizable property of HTX Solar.
4.5 The customer is obliged to insure goods delivered under retention of title and to keep them insured against the risks of (non-exhaustive) fire, explosion and water damage as well as theft. At least the risks listed in the Dutch stock market fire policy will be covered. At HTX Solar's first request, the Customer will send HTX Solar a copy of the policy for this insurance. In the event of any insurance payment, HTX Solar will be entitled to these amounts, Customer undertakes in advance to cooperate with HTX Solar's payment.
4.6 If HTX Solar could not invoke its retention of title because the goods delivered had been mixed, deformed or copied, the Customer would be obliged to pledge the newly formed goods to HTX Solar.
4.7 HTX Solar is entitled to repossess goods delivered under retention of title and still in the Customer's possession if the Customer is in default of payment or has or is likely to have payment difficulties. The Customer will at all times grant HTX Solar free access to its premises and/or buildings for the purpose of inspecting the goods and/or exercising HTX Solar's rights. The Customer unconditionally and irrevocably grants HTX Solar and third parties engaged by it, in advance, the right and permission to enter the locations where the goods are located and to repossess the goods. Any costs or damages of the repossession shall be borne by Customer. If, despite written summons, the Customer refuses to cooperate in the retrieval of the delivered goods, he will forfeit an immediately payable penalty of € 500.00 for each day that he is in default, without the need for judicial intervention. If HTX Solar repossesses goods that are its property, the Customer will also owe a penalty of 10% of the value of the goods repossessed, without prejudice to HTX Solar's right to full compensation in connection with the Customer's attributable shortcoming.
4.8 HTX Solar was entitled to retain goods ordered by the Customer and in its possession until all amounts owed by the Customer to HTX Solar had been paid, regardless of whether the agreement in question related to these or other goods belonging to the Customer. HTX Solar's right of retention also applies in the event of the Customer's bankruptcy.
4.9 The aforementioned provisions are without prejudice to the other rights to which HTX Solar is entitled.
- Execution of the agreement
5.1 HTX Solar will make every effort to execute orders and services to the best of its ability, where appropriate in accordance with the standards and regulations set by HTX Solar and agreements made with the Customer. All services provided by HTX Solar will be carried out on the basis of an obligation of best efforts. If ordered products are no longer available, HTX Solar is entitled to replace these products with products of equivalent quality.
5.2 The Customer agrees to HTX Solar having the agreement executed under its responsibility by its personnel or, if necessary, by third parties.
5.3 The Customer must always render HTX Solar all cooperation in a timely manner and free of charge and provide all information and suitable facilities and (auxiliary) materials in the desired form and in the desired manner, including (but not limited to): a safe and easily accessible installation environment equipped with all the necessary infrastructure and connection and network facilities and all other data and goods which HTX Solar indicates are necessary or which the Customer should reasonably understand are necessary or desirable for the execution of an agreement. If Customer deploys its own personnel in the context of the execution of the agreement, such personnel shall have the necessary information, knowledge, experience, capacity and quality. If the Customer fails to comply with these obligations on time or in full, HTX Solar is entitled to suspend performance of an agreement or order in whole or in part and/or to charge the Customer for additional costs arising from the Customer's negligence, including costs incurred by HTX Solar in obtaining those resources itself, in accordance with customary rates.
5.4 The Customer shall take delivery of the goods on the date and at the time indicated by HTX Solar. If the Customer fails to meet his obligation to take delivery of the goods on the indicated date and time, he must reimburse HTX Solar for the full costs of storage, (additional) transport and other related costs. These costs amount to a minimum of € 250 per day or part thereof. If the Customer fails to pick up the goods following HTX Solar's summons to do so, HTX Solar is entitled to regard the agreement as cancelled by the Customer. The Customer would be obliged to pay the costs of cancellation as stipulated in these Terms and Conditions.
5.5 In the event that HTX Solar's employees were carrying out work at the Customer's location, the Customer must provide working space and facilities that comply with all relevant laws and regulations, for example in the areas of health and safety.
5.6 Unless expressly agreed otherwise in writing: a) HTX Solar's obligation to perform does not include: (1) the installation, assembly or commissioning of goods or services, (2) the maintenance, adjustment or management of goods or services, including the adjustment of main fuses or cables, (3) the calculation of maximum loads on roofs and installation environments or other constructional advice, (4) the provision of support to users, (5) the supply of related necessary goods or services such as, for example, cables or an internet connection, (6) work outside the Netherlands; b) the Customer will, at its own expense and risk, install all goods delivered by HTX Solar and, in addition, do everything necessary to ensure that the goods delivered are effective; c) HTX Solar will not provide courses, (technical) documentation or user instructions to the Customer d) HTX Solar determines the way in which it will execute an agreement and the manner of delivery; HTX Solar is not obliged to follow the Customer's instructions which change or supplement the content or scope of HTX Solar's obligations to perform; e) deliveries and services will be carried out on working days during the usual opening hours (from 9.00 a.m. to 5:30 p.m.) of HTX Solar; f) the Customer shall ensure, at its own expense and risk, that it obtains the necessary permits or other permission from third parties; and g) the Customer shall ensure, at its own expense and risk, that it prevents problems caused by the loss of electrical power during installation, for example in the case of alarm and computer systems.
5.7 The fact that (the demand for) additional work arises during the execution of the agreement, or no financing, subsidy or permit is granted to Customer, shall never be a ground for a Customer to cancel or dissolve the agreement.
5.8 Acceptance of the Delivered may not be withheld on any grounds other than those related to the specifications expressly agreed between the parties and, furthermore, not on account of the existence of minor faults or deviations that do not reasonably prevent the operational or productive commissioning of the Delivered. Acceptance may furthermore not be withheld with respect to aspects of which can only be judged subjectively, such as aesthetic aspects of the deliverable.
5.9 Acceptance or commissioning of the delivered goods by the Customer will result in HTX Solar being fully discharged for the fulfilment of its obligations with respect to the delivery and provision of goods or services and, if installation by HTX Solar was also agreed in a particular case, its obligations with respect to the installation.
- Delivery and deadlines
6.1 Unless otherwise agreed in writing, delivery will be Ex Works (EXW, delivery warehouse HTX Solar Hoevelaken). Terms of delivery have been established to the best of our knowledge on the basis of the data known at the time the agreement was entered into and will be observed as much as reasonably possible 3/4 Version December 2023 . Delivery dates are always indicative and not binding, for example, weather conditions may lead to a delay in delivery. The mere exceeding of a stated or agreed (delivery) period shall not place HTX Solar in default. If the agreed delivery period is exceeded, the Customer must give HTX Solar written notice of default and allow HTX Solar a further period in which to still deliver. This further period will be equal to the original delivery period with a maximum of three months.
6.2 The risk of loss, theft or damage to goods or services and data will pass to the Customer at the moment they are placed at the actual disposal of the Customer, a carrier or an auxiliary person of the Customer.
6.3 HTX Solar is not bound by deadlines (for delivery or otherwise) which can no longer be met due to circumstances beyond its control which occurred after the agreement was entered into. Neither is HTX Solar bound to a delivery period, whether or not final, if the Customer fails to comply punctually with its (payment) obligations under the agreement or if the parties have agreed a change in the content or scope of the agreement (additional work, change in specifications, etc.) or a change in the approach to execution of an agreement. If a deadline is exceeded, HTX Solar will consult with Customer.
6.4 If there is a case of force majeure, the delivery time will be tacitly extended by the duration of force majeure. Force majeure is understood to mean force majeure in the sense of article 6:75 of the Dutch Civil Code. Force majeure on the part of HTX Solar also means circumstances beyond HTX Solar's control, including (but not limited to) labor strikes, operational and communication disruptions, customs impediments, transport problems, weather conditions and non-delivery or late delivery by HTX Solar's suppliers or third parties engaged by HTX Solar. If the force majeure event continues for at least 60 consecutive days, the parties will be entitled to terminate the agreement in writing. To the extent that a party has already partially met its obligations under the agreement or will be able to do so when force majeure occurs, or has incurred costs in the execution of the order, it is entitled to invoice such work and costs separately. The parties cannot claim damages in the event of force majeure. 6.5 If delivery of an ordered good proves impossible, HTX Solar will make as much effort as is reasonable and fair to make a replacement equivalent item available.
- Termination of agreement
7.1 Both HTX Solar and the Customer may terminate the agreement with immediate effect: - if the other party applies for a suspension of payments or the application of the WSNP or is declared bankrupt; - if the other party falls seriously short of its obligations arising from the agreement concluded by the parties.
7.2 If, at the time of cancellation, the Customer has already received performance in execution of the agreement, this performance and the related payment obligation will not be subject to cancellation, unless the Customer proves that HTX Solar is in default with respect to that performance. Amounts that HTX Solar invoiced before the dissolution in connection with what it had already duly performed or delivered in execution of the agreement will remain payable in full with due observance of the provisions of the previous sentence and will become immediately payable at the time of dissolution.
- Service & Warranty
8.1 Unless stated otherwise, HTX Solar does not provide any warranty for goods and services other than the warranty provided by its suppliers and/or manufacturers ('manufacturer's warranty') for the good or service in question.
8.2 If a supplier and/or manufacturer does not generally provide a warranty for a good, HTX Solar guarantees that the good in question possesses the properties that one may expect of it for a period after purchase which is reasonable for such products. This period shall in no case exceed twelve (12) months.
8.3 Tolerances apply to all goods and services offered. This means that HTX Solar is entitled to make changes to stated specifications within reasonable limits if no substantial change is made to the technical execution or which do not reasonably prevent operational or productive commissioning. Such deviations (including color difference of delivered solar panels) or minor errors shall never release Customer from its obligations under the Agreement. Unless expressly agreed otherwise, brand designations do not affect the conformity of the delivered goods.
8.4 If the Customer notifies HTX Solar of complaints about the goods or services delivered, the Customer must give HTX Solar or the supplier the opportunity to investigate such complaints as quickly as possible. To this end, the Customer must provide the most complete and detailed description possible of the shortcoming. Further investigation will be carried out in the least onerous way possible, which the Customer must give HTX Solar the opportunity to do, if necessary by handing over goods or data. All reasonable costs actually incurred for the necessary investigation will be borne by the Customer if the complaints prove to be unfounded.
8.5 HTX Solar or its supplier may charge the costs of repair in accordance with its usual rates if it is a matter of user error or improper use by the Customer or of other causes not attributable to HTX Solar or its supplier. The warranty period will not be extended or renewed by the performance of warranty work.
8.6 Any warranty obligation will lapse if the Customer makes changes or has changes made to the delivered goods or if the instructions and regulations provided by HTX Solar or the manufacturer are not strictly followed. Any guarantee will also lapse if relevant quality standards in force, as described in NTA 8013 and NEN 1010 and NEN-ENIEC 62446 (Installation, Maintenance and Inspection of PV Installations), are violated. In addition, failure by the Customer to comply with one or more obligations under any agreement concluded with HTX Solar will lead to suspension of warranty obligations, without any further warning or notice of default being required.
8.7 Return shipments are not permitted without HTX Solar's prior permission. HTX Solar may attach conditions to permission to return. The items to be returned and the original packaging must be complete, undamaged and unused. In no case will permission for a return shipment be granted for products or services that do not or no longer belong to HTX Solar's regular product range or were specially ordered or manufactured for the Customer.
8.8 If a return is permitted by VDH, the costs incurred by HTX Solar in processing the return shipment will be recovered from the Customer. These costs will be set at a minimum of 30% of the total order amount (excluding VAT), without prejudice to HTX Solar's right to full compensation as a result of the return shipment.
8.9 Advice, opinions, expectations, forecasts and recommendations provided by HTX Solar, including those relating to possible yield or return, can never be construed as a guarantee. HTX Solar is not liable for compliance with such statements.
8.10 If HTX Solar or its supplier considers a defect in the delivered goods to have been demonstrated, it will have the choice of either redelivering or repairing the defective goods or offering the Customer a discount on the purchase price. In the first two cases, Customer shall, if possible, return to it the goods found to be defective. Defects to a part of the delivered goods do not give Customer the right to reject the entire delivered performance.
8.11 Customer is obliged to thoroughly inspect the goods for damage, defects and quantities immediately after delivery. The Customer's right to invoke a shortcoming on the part of HTX Solar will lapse if the Customer does not protest to HTX Solar in writing, giving detailed reasons, within a reasonable period of time, and in any case within 48 hours after the shortcoming was discovered or should reasonably have been discovered.
8.12 Any right of complaint will lapse at the moment that the Customer has processed, altered or mixed the goods or part thereof with other goods.
8.13 Customer does not have any other rights due to defects than those described in these warranty regulations.
- Liability & indemnity
9.1 All limitations and exclusions of liability also apply in favor of the directors of HTX Solar as well as its employees and all (legal) persons engaged in the execution of the agreement or any assignment of the Customer. 4/4 Version December 2023
9.2 To the extent not prohibited by applicable law, all liability of HTX Solar is excluded unless there was intent or deliberate recklessness on the part of HTX Solar.
9.3 If the exclusion of liability is not permitted by law, HTX Solar's total collective liability on account of attributable failure to comply with the agreement or otherwise will be limited to compensation of direct damage actually incurred up to a maximum of the amount of the price (excluding VAT) stipulated and paid by the Customer for that agreement. If the agreement is primarily a continuing performance agreement with a term of more than one year, the price stipulated for the agreement shall be set at the total of the fees (excluding VAT) stipulated for one year. In no event, however, shall the total compensation for damages exceed € 10,000, = (ten thousand euros). Direct damage is exclusively understood to mean: a. reasonable costs incurred by the other party to ensure that HTX Solar's performance complies with the agreement; however, such replacement damage will not be reimbursed if the agreement is dissolved by or at the request of the Customer; b. reasonable costs incurred to determine the cause and extent of damage, to the extent that such determination relates to direct damage within the meaning of these terms and conditions; c. reasonable costs incurred to prevent or limit damage, to the extent that the other party demonstrates that these costs led to the limitation of direct damage within the meaning of these terms and conditions.
9.4 HTX Solar's liability for damage to goods belonging to the Customer or for indirect damage, consequential damage, loss of profit, missed savings, penalties imposed, reduced goodwill, damage due to business stagnation, damage as a result of claims made by customers or suppliers of the Customer, mutilation or loss or disclosure of data or documents, and all other forms of damage, for whatever reason, is excluded.
9.5 If damage is covered by Customer's insurance, HTX Solar is not obliged to compensate such damage.
9.6 A condition for any right to compensation to arise is that the Customer must report this to HTX Solar in writing no later than 30 days after the ground for liability arose and hold HTX Solar liable. Customer's claims against HTX Solar for damages and other powers and claims expire one year after the event from which the damage or claims arise directly or indirectly.
9.7 For the purposes of this article, a series of related damage-causing events will be considered a single event.
9.8 The performance of the agreement is exclusively for the benefit of Customer. Third parties can never derive rights from HTX Solar's execution of the agreement. The Customer indemnifies HTX Solar against claims by third parties who claim to have sustained damage due to or related to work performed or deliveries made by HTX Solar for the Customer.
Article 10. Personal data and privacy
10.1 If an agreement involves the processing of personal data, the parties will comply with their obligations under the law. Parties shall ensure appropriate technical and organizational measures to secure (personal) data against loss or against any form of unlawful processing.
10.2 The Customer hereby orders and authorizes HTX Solar to process personal and other data where necessary for the execution of the agreement and use of HTX Solar's services. HTX Solar will process these data for carefully defined purposes, such as: - Assessing and accepting (potential) Customers, entering into and executing agreements with or by a Customer and settling payment transactions; - Performing analyses of personal data for statistical and scientific purposes, product development and management reports; - Carrying out (targeted) marketing activities to establish, maintain or expand a relationship with a Customer. This takes account of specific characteristics; and - Compliance with legal obligations.
- Intellectual property rights and expressions
11.1 All intellectual and industrial property rights to the equipment or other materials delivered by HTX Solar or developed or made available under the terms of the agreement, such as analyses, designs, documentation, reports, quotations, as well as preparatory material, belong exclusively to HTX Solar, its licensors or suppliers. Customer will acquire only the temporary rights of use expressly granted by these terms and conditions and the law. Any other or further right of Customer to reproduce or publish is excluded. Any right of use granted to Customer is non-exclusive and non-transferable to third parties, non-possessable and non-sublicensable. Customer shall at all times strictly comply with the specified conditions, restrictions and directions for use, including the licensing conditions of HTX Solar's suppliers. Rights of use are granted subject to the condition that Customer has paid in full all fees owed to HTX Solar from whatever legal basis.
11.2 If it is unclear who is entitled to any intellectual or industrial property right, HTX Solar will be assumed to be the party entitled until the Customer proves otherwise.
11.3 The Customer is not permitted to remove or alter, or arrange for the removal of, any designation concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the goods delivered, equipment, packaging or other materials.
11.4 The Customer will not mention HTX Solar in publications or advertisements and will not use HTX Solar's (brand) name as a reference except with HTX Solar's written permission.
- Confidentiality and non-assumption clause
12.1 The parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of the agreement. Information is considered confidential if it has been communicated by one party to the other or if it arises from the nature of the information. Price quotations, laying plans and technical calculations by HTX Solar are always confidential. This obligation shall not apply to the extent a party has a legal or professional duty to disclose or if a party is released from the duty of confidentiality by the other party. Customer shall impose a duty of confidentiality as stated in this article on its employees and/or third parties engaged by Customer for the purpose of executing the Agreement. The duty of confidentiality will not end after termination of the agreement, unless otherwise agreed. HTX Solar is entitled -in the context of advertising and reference purposes- to use the Customer's name and to indicate the type of work or deliveries made to the Customer.
12.2 During the term of an agreement and for two years following its termination, the Customer will not employ HTX Solar's employees or otherwise have them work for him, directly or indirectly, without HTX Solar's prior written permission.
- Applicable law and competent court
13.1 Dutch law applies to all legal relationships and agreements between HTX Solar and the Customer, with the explicit exclusion of rules of international private law, including the Vienna Sales Convention.
13.2. All disputes, of whatever nature - including those that are only considered as such by one of the parties - that may arise between the parties as a result of the Agreement or agreements arising from it will be settled by the court in Amsterdam. HTX Solar will, however, remain authorized to submit the dispute to the court with jurisdiction under the law or the applicable treaty. *** Version January 2024
