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GENERAL TERMS AND CONDITIONS OF DELIVERY VDH SOLAR WHOLESALE B.V.

Located at Finlandlaan 1 in (2391 PV) Hazerswoude-Dorp. Registered with the Chamber of Commerce under number 63311941.

  1. Applicability of the terms and conditions
    1. The most recent version of these terms and conditions apply to all products and services (such as (technical) advice about the products and related work) offered, sold and/or delivered by VDH Solar Groothandel B.V. ("VDH Solar"), and to all related agreements between VDH Solar (or any of its affiliated group companies within the meaning of Article 2:24b of the Dutch Civil Code that refer to these terms and conditions) and any other contracting party (hereinafter also referred to as the "Customer"). In these terms and conditions, an agreement shall mean any agreement between VDH Solar and the Customer, any amendment or addition thereto, as well as all (legal) acts in preparation and implementation of that agreement.
    2. Application of the Customer's general terms and conditions is expressly rejected, unless VDH Solar has expressly accepted their application in writing prior to the conclusion of an agreement.
    3. All legal and natural persons engaged or involved by VDH Solar in the fulfilment of any of the Customer's assignments (including employees and directors of VDH Solar and legal entities affiliated to VDH Solar) can rely on the stipulations in these General Terms and Conditions.
    4. If more than one (legal) person acts or behaves as the other party to the VDH Solar (e.g. by paying invoices to the VDH Solar), they shall all be jointly and severally liable for the obligations towards the VDH Solar.
    5. If one or more provisions in these General Terms and Conditions are invalid or null and void, or become null and void, the other provisions of these General Terms and Conditions shall remain in full force. The VDH Solar and the Customer shall agree on new provisions to replace the invalid or nullified provisions, in which case the object and purport of the original provision shall be approximated as closely as possible.
    6. The VDH Solar is entitled to amend these General Terms and Conditions. The Customer shall be deemed to have accepted the amendments in question if no written protest is received within fourteen days of VDH Solar's notification that the amendment is to take place.
    7. If these terms and conditions are translated into another language, the Dutch text shall be binding.
  2. Offers and tenders
    1. All offers and quotations from VDH 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 VDH Solar are not binding for the VDH Solar. The VDH Solar shall at no time be bound by any deviations in an acceptance, including acceptance of only certain parts of an offer. Delivery deadlines stated in an offer are always indicative.
    2. The agreement shall come into effect only when the VDH Solar has confirmed an assignment or agreement in writing, or when the VDH Solar has actually carried out the assignment. VDH Solar has the right to withdraw its offer within ten (10) working days of receiving acceptance of an offer. The VDH Solar is not obliged to resupply products that are no longer part of its product range.
    3. Obvious mistakes and spelling, printing or calculation errors can always be corrected by VDH Solar.
    4. The work and products relate exclusively to that which is described in the offer. The Customer guarantees the accuracy and completeness of the data provided by or on behalf of the Customer to VDH Solar, on which VDH Solar has based its offer. Work or products not described in the offer or resulting from incorrect or incomplete information provided by the Customer shall be regarded as additional work or follow-up order(s) and shall be charged separately. VDH 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.
    5. If the Customer cancels all or part of a given order, order or commission, it shall be obliged to compensate VDH Solar for all costs incurred in order to execute the order or commission. The Customer is also obliged to compensate 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 the VDH Solar's right to full damages as a result of the cancellation.
    6. Additional agreements or amendments to an agreement or commitments by VDH Solar staff are binding on VDH Solar only if they have been confirmed by VDH Solar in writing.
    7. If the Customer is a consumer, he has a legal cooling-off period of 14 days within which he can cancel or dissolve the sale free of charge, provided that the sale has taken place at a distance and that the Customer meets the other legal conditions.
  3. Prices and payment
    1. VDH Solar's prices are in Euros (€) and exclusive of turnover tax and other government levies and actual costs incurred by third parties or materials, and exclusive of packaging and shipping costs.
    2. If cost price increases occur, VDH Solar is entitled to increase the price agreed with the Customer on an interim basis. If the Customer does not wish to agree to such an adjustment, the parties shall be entitled, within fourteen days of the notification, to terminate the agreement by the date on which the adjustment would take effect. The Customer is not entitled to this right if the adjustment is based on an index or (volume) measure agreed or known at the time of entering into an agreement.
    3. The data from VDH Solar's administration provide full proof of the deliveries and work carried out by VDH Solar and of the Customer's payment obligation, without prejudice to the Customer's right to provide evidence to the contrary. Invoiced amounts are payable irrespective of whether the Client has taken delivery of the goods into use or makes use of them.
    4. Unless expressly agreed otherwise, delivery shall only take place under full prepayment of the agreed amount. After assignment, the Customer shall receive an invoice from VDH Solar. All invoices shall be paid in full by the Customer in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the 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 the Client's liquidation, bankruptcy or suspension of payments, VDH Solar's claims against the Client shall be immediately due and payable.
    5. After the expiry of the payment term, the Customer is legally in default and owes interest of 2% per month on the amount due, unless the legal commercial interest rate of 6:119a of the Dutch Civil Code is higher, in which case the legal commercial interest rate is owed. In addition, the Customer is obliged to pay in full the extrajudicial costs relating to the collection of this claim or the exercise of rights, the amount of which is set at a minimum of 15% of the claim.
    6. The Customer's right to set off claims against VDH Solar or to suspend payments is expressly excluded. Said waiver of the Customer's right to set off claims also applies in the event of the bankruptcy or (provisional) suspension of payments of the Customer.
    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.
    8. Every payment made by Customer shall always be made in settlement of all interest and costs due and subsequently of those due and payable invoices that have been outstanding the longest, even if Customer states that payment relates to a later invoice.
    9. The Customer should submit written, reasoned complaints about invoices directly to VDH Solar within eight days of delivery, failing which any claims against VDH Solar will become invalid.
    10. VDH Solar reserves the right to require further security for the fulfilment of the Customer's payment obligations. If the Customer fails to timely fulfil its payment obligations, or if the Customer fails to provide timely and complete security for the fulfilment of its payment obligations, VDH Solar is entitled to immediately suspend and/or cancel the execution of the agreement. In that case, the VDH Solar shall never be obliged to pay any damages. The Customer shall still be obliged to pay for the performance already rendered by the VDH Solar.
    11. VDH Solar is entitled to set off any claims the Customer (or a group company of the Customer) has on VDH Solar against claims VDH Solar or its affiliated companies has on the Customer.
  4. Retention of title and right of retention
    1. All goods delivered and to be delivered remain VDH Solar's sole property until all claims VDH Solar has or will have against the Customer or its group companies, including in any event the claims referred to in Book 3:92, article 2 of the Dutch Civil Code, have been paid in full.
    2. As long as ownership of the goods has not been transferred to the Customer, the Customer shall not sell, pledge or grant any other right in respect of the goods to third parties.
    3. The Customer undertakes, at the first request of VDH Solar, 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 the goods delivered under retention of title.
    4. The Customer is obliged to store the goods delivered under retention of title with due care and as the recognizable property of VDH Solar.
    5. The Customer is obliged to insure the 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 against theft. The insurance shall cover at least the risks as mentioned in the Dutch stock market fire policy. At the first request of VDH Solar, the Customer shall send VDH Solar a copy of the policy for this insurance. In the event of any insurance payment, VDH Solar shall be entitled to these amounts, the Customer undertakes in advance to cooperate in the payment to VDH Solar.
    6. If VDH Solar cannot invoke its retention of title because the goods delivered have been mixed, deformed or copied, the Customer is obliged to pledge the newly formed goods to VDH Solar.
    7. The VDH Solar is entitled to take back the goods delivered under retention of title and still held by the Customer if the Customer is in default of its payment obligations or has or is likely to have payment difficulties. The Customer shall at all times grant VDH Solar free access to its sites and/or buildings to inspect the goods and/or to exercise VDH Solar's rights. The Customer hereby unconditionally and irrevocably grants VDH Solar and any 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 a written reminder, the Client refuses to cooperate in retrieving the delivered goods, it shall forfeit - without judicial intervention being required - an immediately payable fine of € 500.00 for each day that it is in default. If the VDH Solar recovers goods that are its property, the Customer shall also owe a fine of 10% of the value of the goods taken back, without prejudice to the VDH Solar's right to full damages in connection with the imputable shortcoming on the part of the Customer.
    8. VDH Solar is entitled to retain the goods ordered by the Customer and in its possession until all that the Customer owes VDH Solar has been paid, regardless of whether the agreement in question relates to these or other goods of the Customer. VDH Solar also has the right of retention in the event of the bankruptcy of the Customer.
    9. The aforementioned provisions shall not affect the other rights to which VDH Solar is entitled.
  5. Execution of the agreement
    1. VDH Solar shall use their best efforts to execute the orders and services with due care, where appropriate in accordance with the standards and regulations set by VDH Solar and agreements made with the Customer. All VDH Solar services are provided on the basis of an obligation to perform to the best of one's ability. If ordered products are no longer available, the VDH Solar is entitled to replace these products with products of equivalent quality.
    2. The Customer agrees that VDH Solar shall have the Agreement performed under its responsibility by its staff or, if necessary, by third parties.
    3. The Client is obliged, at all times, to cooperate with the VDH Solar, free of charge and in good time, and to provide all information and suitable facilities and (auxiliary) materials, in the requested form and manner, including (but not limited to): a secure and easily accessible installation environment equipped with all the necessary infrastructure and connection and network facilities, and any other data and goods that the VDH Solar indicates are necessary or that the Client should reasonably understand to be necessary or desirable for the execution of an agreement. If, in the context of executing the agreement, the Customer deploys its own personnel, these personnel shall have the necessary information, knowledge, experience, capacity and quality. If the Customer fails to fulfil these obligations on time or in full, VDH Solar shall be entitled to suspend the execution of an agreement or order in whole or in part and/or to charge the Customer for any additional costs arising from the Customer's negligence, including costs of VDH Solar's own procurement of those resources, in accordance with its usual rates.
    4. The Customer shall take delivery of the goods at the date and time indicated by VDH Solar. If the Customer fails to meet its obligation to take delivery of the goods at the indicated date and time, it shall reimburse VDH Solar for the full costs of storage, (extra) transport and other related costs. These costs amount to at least €250 for each day or part thereof. If, after being summoned to do so by VDH Solar, the Customer fails to collect the goods, VDH Solar is entitled to regard the agreement as cancelled by the Customer. The Customer is obliged to pay the costs of the cancellation as stipulated in these terms and conditions.
    5. In the event that VDH Solar employees perform work at the Customer's site, the Customer shall provide working space and facilities that meet all relevant laws and regulations, for instance in the area of health and safety.
    6. Unless expressly agreed otherwise in writing:
      1. VDH Solar's performance obligation 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. calculating maximum loads for roofs and installation environments or other construction advice,
        4. providing support to users,
        5. supplying related necessary goods or services such as cables or an internet connection,
        6. work outside the Netherlands;
      2. the Customer shall, at its own expense and risk, install all the products delivered by the VDH Solar and, in addition, do whatever is necessary to make those products work;
      3. no training courses, (technical) documentation or user instructions will be provided by VDH Solar to the Customer;
      4. VDH Solar shall determine how it will implement an agreement and the method of delivery; VDH Solar is not obliged to follow the Customer's instructions which alter or supplement the content or scope of VDH Solar's performance obligations;
      5. deliveries and services shall be provided on working days during VDH Solar's usual opening hours (from 9:00 am to 5:30 pm);
      6. the Customer shall, at its own expense and risk, arrange any necessary permits or other permission from third parties; and
      7. the Customer shall, at its own expense and risk, take care of the prevention of problems caused by the loss of electrical voltage during installation, for example in the case of alarm and computer systems.
    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 cancellation or dissolution of the agreement for a Customer.
    8. Acceptance of the delivered goods may not be withheld on grounds other than those related to the specifications expressly agreed between the parties and furthermore not due to the existence of minor faults or deviations that do not reasonably prevent the operational or productive commissioning of the delivered goods. Acceptance may furthermore not be withheld with respect to aspects of that can only be judged subjectively, such as aesthetic aspects of the deliverable.
    9. Acceptance or commissioning of the goods delivered by the Customer shall have the effect that the VDH Solar is fully discharged for the fulfilment of its obligations in respect of the delivery and provision of goods or services and, if installation by the VDH Solar has also been agreed, its obligations in respect of installation.
  6. Delivery and deadlines
    1. Unless otherwise agreed in writing, delivery shall be Ex Works (EXW, VDH Solar Hazerswoude-Dorp warehouse). Delivery deadlines have been established to the best of our knowledge, based on the data known at the time the agreement was concluded, and will be met as much as reasonably possible. Delivery times 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) deadline does not place VDH Solar in default. If the agreed delivery term is exceeded, the Customer should give VDH Solar notice of default in writing and allow VDH Solar a further period to deliver. This further period shall be equal to the original delivery time, with a maximum of three months.
    2. The risk of loss or theft of or damage to goods or services and data shall pass to the Customer at the moment they are placed at the actual disposal of the Customer, a carrier or an assistant of the Customer.
    3. VDH Solar shall not be bound by any (delivery) deadlines, whether final or not, which can no longer be met on account of circumstances beyond its control which have occurred since the Agreement was concluded. Nor is the VDH Solar bound by any (delivery) deadline, whether final or not, if the Customer fails to strictly fulfil its (payment) obligations under the agreement, or if the parties have agreed to modify the content or scope of the agreement (additional work, change in specifications, etc.) or to change the approach to execution of an agreement. If a deadline is exceeded, VDH Solar shall consult with the Customer.
    4. If there is force majeure, the delivery time shall be tacitly extended by the duration of force majeure. Under force majeure is understood force majeure in the sense of article 6:75 of the Civil Code. Force majeure on the part of the VDH Solar also includes any circumstances beyond the control of the VDH Solar, including (but not limited to) work strikes, company and communication failures, customs hindrance, transport problems, weather conditions and non-delivery or late delivery by the suppliers or by third parties engaged by the VDH Solar. If the force majeure lasts for at least 60 consecutive days, the parties shall be entitled to rescind the agreement in writing. To the extent that, at the time of the force majeure incident, a party has already partially fulfilled its obligations under the agreement or will be able to fulfil them, or has incurred costs in the fulfilment of the assignment, it shall be entitled to invoice such work and costs separately. The parties cannot claim damages in the event of force majeure.
    5. If delivery of an ordered product proves impossible, VDH Solar shall make such efforts as are reasonable and fair to provide a replacement equivalent article.
  7. Termination of agreement
    1. Both VDH Solar and the Customer can dissolve the agreement with immediate effect:
      • if the other party applies for suspension of payment or application of the WSNP or is declared bankrupt;
      • if the other party seriously fails to fulfil its obligations arising from the agreement concluded by the parties.
    2. If, at the time of the rescission, the Customer has already received performance in execution of the agreement, that performance and the related payment obligation shall not be subject to cancellation, unless the Customer proves that VDH Solar is in default with regard to that performance. Amounts that the VDH Solar has invoiced before the rescission in connection with what it has already properly performed or delivered in execution of the agreement shall, subject to the provisions of the previous sentence, continue to be owed in full, and shall become immediately payable at the time of rescission.
  8. Service & Warranty
    1. Unless stated otherwise, VDH Solar provides no other or further warranty on goods and services than the warranty provided by its suppliers and/or manufacturers ('manufacturer's warranty') for the good or service in question.
    2. If a supplier and/or manufacturer does not generally provide a warranty for a good, VDH Solar guarantees that the good in question has the properties that one may expect of it for a period after purchase that is reasonable for such a product. In no event shall this period exceed twelve (12) months.
    3. Tolerances apply to all goods and services offered. This means that VDH 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 markings do not affect the conformity of the delivered goods.
    4. If the Customer makes any complaints to VDH Solar about the goods or services delivered, the Customer shall give VDH Solar or its supplier the opportunity to investigate such complaints as soon as possible. To this end, the Customer should provide the most complete and detailed description possible of the shortcoming. Further investigation shall be conducted in the least onerous manner possible, to which the Customer shall give VDH Solar the opportunity, if necessary by handing over goods or data. All reasonable actual costs of the necessary investigation shall be at the expense of the Customer if the complaints prove to be unfounded.
    5. VDH Solar or its supplier can charge the costs of repair according to its usual rates in the event of user error or improper use by the Customer or other causes not attributable to VDH Solar or its supplier. The warranty period shall not be extended or renewed by performance of warranty work.
    6. Any warranty obligation shall lapse if the Customer makes changes or has changes made to the product supplied, or if the instructions and regulations provided by VDH Solar or the manufacturer have not been strictly followed. Any warranty shall also lapse if relevant quality standards are infringed, as described in NTA 8013 and NEN 1010 and NEN-ENIEC 62446 (Installation, Maintenance and Inspection of PV Installations). Failure by the Customer to fulfil one or more obligations under any agreement concluded with the VDH Solar shall also result in suspension of the warranty obligations, without any further warning or notice being required.
    7. Return shipments are not permitted without the prior permission of the VDH Solar. The VDH Solar may attach conditions to permission to return. The items to be returned and the original packaging must be complete, undamaged and unused. Under no circumstances will permission for returns be granted for products or services that do not belong (or no longer belong) to the VDH Solar's regular product range or have been specially ordered or manufactured for the Customer.
    8. If a return is permitted by VDH, the costs incurred by VDH Solar in processing the return shipment shall be recovered from the Customer. These costs shall be set at a minimum of 30% of the total order amount (excluding VAT), notwithstanding the VDH Solar's right to full compensation as a result of the return.
    9. The advice, opinions, expectations, predictions and recommendations given by the VDH Solar, also with respect to possible yields or returns, can never be considered a guarantee. The VDH Solar accepts no responsibility for following such statements.
    10. If VDH Solar or its supplier deems a defect in the product delivered to be proven, it shall have the choice of either redelivering or repairing the defective product 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.
    11. Customer is obliged to thoroughly inspect it for damage, defects and quantities immediately after delivery. The entitlement of the Customer to invoke a shortcoming on the part of VDH Solar shall lapse if the Customer has not objected to the VDH Solar in writing, giving detailed reasons, within a reasonable period of time, and in any event within 48 hours of discovering or reasonably ought to have discovered the shortcoming.
    12. Any right of complaint shall lapse at the time the Customer has processed, altered or mixed the goods or part thereof with other goods.
    13. The Customer shall have no other rights for defects than those set out in these warranty regulations.
  9. Liability & Indemnity
    1. All limitations and exclusions of liability shall also apply for the benefit of the directors of VDH Solar and its employees and all legal and natural persons involved in the implementation of the agreement or any assignment of the Customer.
    2. Insofar as this is not forbidden by mandatory law under applicable law, any liability on the part of the VDH Solar is excluded, unless there has been intent or conscious recklessness on the part of the VDH Solar.
    3. If the exclusion of liability is not permitted by law, the total collective liability of the VDH Solar on account of imputable shortcomings in the fulfilment of the agreement or otherwise shall be limited to compensation for direct damage actually incurred, up to a maximum of the amount of the price stipulated in the agreement and paid by the Customer (excluding VAT). 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 that the other party has had to incur to make the VDH Solar's performance conform to the agreement; however, this alternative damage shall not be compensated if the agreement is dissolved by or at the request of the Customer; b. reasonable costs incurred to assess the cause and scope of the damage, to the extent that that assessment 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 have resulted in mitigation of direct damage within the meaning of these terms and conditions.
    4. Any liability of the VDH Solar for damage to goods of the Customer or for indirect damage, consequential damage, loss of profits, lost savings, penalties imposed, reduced goodwill, damage due to business stagnation, damage resulting from claims from customers or suppliers of the Customer, mutilation or loss or disclosure of data or documents, and all other forms of damage, on whatever grounds, is excluded.
    5. If damage is covered by the Customer's insurance, VDH Solar is not obliged to compensate such damage.
    6. The condition for the creation of any right to compensation is that the Customer notifies VDH Solar in writing no later than 30 days after the ground for liability arose, and holds VDH Solar liable. Claims of the Customer against VDH Solar for damages and other powers and claims shall lapse one year after the event from which the damage or claims arise directly or indirectly.
    7. A series of related damage-causing events shall count as one event for the purposes of this article.
    8. The performance of the agreement is exclusively for the benefit of Customer. Third parties can never derive any rights from VDH Solar's performance of the agreement. The Customer shall indemnify VDH Solar against any claims from third parties who claim to have suffered damage caused by or related to work performed or deliveries made by VDH Solar for the benefit of the Customer.
  10. Personal data and privacy
    1. Where an agreement involves the processing of personal data, the parties shall comply with their obligations under the law. The Parties shall take appropriate technical and organizational measures to secure (personal) data against loss or against any form of unlawful processing.
    2. The Customer hereby assigns and authorizes VDH Solar to process (personal) data where necessary for the implementation of the agreement and the use of VDH Solar's services. VDH Solar processes these data for carefully defined purposes, such as:
      • Assessing and accepting (potential) Customers, entering into and performing agreements with or by a Customer and settling payment transactions;
      • Performance of analyses of personal data for statistical and scientific purposes, product development and management reports;
      • Performing (targeted) marketing activities to establish, maintain or expand a relationship with a Customer. This takes into account specific characteristics; and
      • Compliance with legal obligations.
  11. Intellectual property rights and expressions
    1. All intellectual and industrial property rights to the equipment or other materials such as analyses, designs, documentation, reports, offers, and preparatory materials thereof, delivered by the VDH Solar or developed or made available under the agreement, are held exclusively by the VDH Solar, its licensors or its suppliers. The Client shall acquire only the temporary user rights expressly granted by these conditions and the law. Any other or more extensive right of the 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. The Customer shall at all times strictly comply with the stated conditions, restrictions and directions for use, including the licensing conditions of VDH Solar's suppliers. Rights of use shall be granted subject to the condition that the Customer has paid in full all fees owed to VDH Solar on whatever legal basis.
    2. If there is uncertainty about who is entitled to any intellectual or industrial property right, the VDH Solar shall be assumed to be the entitled party, until the Customer proves otherwise.
    3. The Customer shall not remove or alter any designation concerning the confidential nature or concerning copyrights, brands, trade names or other intellectual or industrial property rights from the products supplied, equipment, packaging or other materials, or have such removed or altered.
    4. The Customer shall not mention the VDH Solar in any publications or advertising, and shall not use the brand or other name of the VDH Solar as a reference, except with the prior written permission of the VDH Solar.
  12. Confidentiality and non-assumption clause
    1. The Parties are obliged to keep confidential any 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 from VDH Solar are always confidential. This obligation shall not apply insofar as a party has a legal or professional obligation to disclose or if a party has been 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 does not end after the termination of the agreement, unless otherwise agreed. VDH Solar is entitled -for advertising and reference purposes- to use the Customer's name and to indicate what kind of work or deliveries have been made to the Customer.
    2. During the term of an agreement and for two years after its termination, the Customer shall not employ VDH Solar staff or allow them to work for it in any other way, directly or indirectly, without the prior written permission of VDH Solar.
  13. Applicable law and competent court
    1. Dutch law applies to all legal relationships and agreements between the VDH Solar and the Customer, with the express exclusion of rules of international private law, including the Vienna Sales Convention.
    2. Any disputes of any kind - including those regarded as such by only one of the parties - that may arise between the parties as a result of the Agreement or agreements resulting from it will be settled by the court in Amsterdam. VDH Solar shall, however, remain authorized to submit the dispute to the court with jurisdiction according to the law or the applicable treaty.