General Purchase Conditions of Avans University of Applied Sciences

General Purchase Conditions of Avans University of Applied Sciences

page 2 of 16 Table of Contents 1 Definitions 3 2 Applicability 4 3 Quotation, Instruction and formation of the Agreement 4 4 Execution of the Agreement 5 5 Acceptance 6 6 Risk 8 7 Property, intellectual property rights and other rights 8 8 Payment and contract variations 9 9 Financial stipulations 10 10 Warranty 11 11 Secrecy 12 12 Safety and house rules 12 13 Transfer 12 14 Force majeure 13 15 Liability 13 16 Insurance 14 17 Termination 15 18 General provisions 16

page 3 of 16 1 Definitions In these General Purchase Conditions of Avans University of Applied Sciences, the definitions below are always capitalised. Both the singular and plural forms of these terms are defined as stated below: Agreement: Avans University of Applied Sciences: The document signed or to be signed by the Contractor and Avans, outlining all rights and obligations between the Parties. The university of applied sciences under the jurisdiction of Avans Foundation, hereinafter referred to as Avans. Contractor: Delivery (Deliveries): Goods: Instruction: Written/In Writing: Party/Parties: Performance(s): Personnel of the Contractor: Quotation: The (market) party with whom the Agreement is entered into. The Goods to be delivered to Avans by the Contractor, by virtue of the Agreement. Goods include all items and property rights within the meaning of section 1:3 of the Netherlands Civil Code. The instruction of Avans to the Contractor for the Delivery of Goods or provision of Services, in accordance with the Agreement. Written documents, including message traffic by electronic means in accordance with section 1.1 of the Public Procurement Act. In singular, Avans or the Contractor. In plural, both Avans and the Contractor. The delivery of goods and/or provision of services. The staff members or other auxiliary personnel to be deployed by the Contractor for the execution of the Agreement and who will work under his responsibility. A written proposal from a (market) party for entering into an Agreement with Avans. Request for a Quotation: A request by Avans to issue a Quotation. Services (Service): The work to be performed by the Contractor for a specific need of Avans, other than deliveries.

page 4 of 16 Supply: Terms and Conditions: Working Day(s): The Contractor transferring ownership of the Goods to Avans University of Applied Sciences. These General Purchase Conditions of Avans University of Applied Sciences. Calendar days, except weekends, public holidays and school holidays as determined by Avans. 2 Applicability 2.0 These Terms and Conditions apply to all Requests for a Quotation, Quotations and Agreements with regard to the Delivery of Goods or the provision of Services. These Terms and Conditions do not apply in the event of invitations to tender and execution of electrical, mechanical and plumbing works. With regard to invitations to tender and execution of electrical, mechanical and plumbing works, the Uniform Administrative Conditions apply (UAV2012). 2.1 These Terms and Conditions can only be deviated from if and insofar as the Parties have explicitly agreed on this In Writing and only in respect of the Agreement for which the Parties agree on the deviation. 2.2 By submitting a Quotation, the Contractor explicitly waives the applicability of his general terms and conditions and/or other conditions equal to these terms and conditions. 2.3 In the event of inconsistencies between the Dutch wording of these Terms and Conditions and the translations thereof, the Dutch wording prevails at all times. 3 Quotation, Instruction and formation of the Agreement 3.0 Requests for a Quotation do not bind Avans. It concerns an invitation to submit a Quotation, also if it is subject to a time limit. 3.1 Avans can withdraw or change a Request for a Quotation insofar as this is possible within current Dutch and European case law and legislation. Avans does not compensate related costs or damage, unless otherwise agreed, In Writing. 3.2 The Quotation of the Contractor must have a term of validity of ninety days, unless the Request for a Quotation states a different term of validity. The term of validity commences on the day on which the term for submitting a Quotation expires, unless the Request for a Quotation states a different day.

page 5 of 16 3.3 Any documentation and samples received with a Quotation will not be returned and/or paid for by Avans, unless explicitly agreed otherwise, In Writing. 3.4 An Agreement is concluded by Avans sending an explicit, Written acceptance of the Quotation of the Contractor. The notification of an award decision in a (European) tender procedure does not serve as an explicit, Written acceptance. 3.5 All acts performed by a (market) party prior to the formation of the Agreement are at the expense and risk of that (market) party. 3.6 If the Contractor has not made a proposal or if he has made a verbal proposal, the Agreement is concluded if the Contractor accepts, In Writing, a Written Instruction from an employee of Avans authorised to issue the relevant instruction, within fourteen days of the date thereof. 3.7 Changes and/or additions to the (current) Agreement can only be effected In Writing and by mutual consent. 4 Execution of the Agreement 4.0 The Contractor must fulfil his obligation under the Agreement in close collaboration with Avans, without prejudice to the Contractor's own responsibility. 4.1 The Contractor must keep Avans informed of the (progress of the) execution of the Agreement and, if so requested, provide information; furthermore, the obligations of the Contractor include, but are not limited to, immediately notifying Avans, In Writing, of the facts and circumstances that can lead to a delay in the performance or which have not been taken into account in the Agreement. 4.2 The Contractor is not permitted to partially or fully transfer the (rights and obligations arising from the) Agreement without the prior, Written approval of Avans, which approval will not be denied on unreasonable grounds. Avans has the option of attaching conditions to this approval, e.g. with regard to the knowledge and expertise of a possible subcontractor, the continued liability of the Contractor, or with regard to the subcontractor being of good report, or (in the event the Agreement arises from a (European) tender procedure) the subcontractor failing to meet the exclusion grounds in the tender procedure. 4.3 The delivery date (or time of the Deliveries) agreed between Avans and the Contractor serves as a final deadline, apart from those circumstances deemed to be force majeure as referred to in article 14 of the Terms and Conditions.

page 6 of 16 4.4 If the Contractor can reasonably foresee that he is unable to timely fulfil his obligations towards Avans, the Contractor is obliged to immediately notify Avans thereof, In Writing, stating the reason(s) and stating the measures taken by the Contractor to prevent the delay and measures to be taken to prevent further delays, as well as a new delivery date. 4.5 Avans will notify the Contractor whether it agrees to the (intended) measures and the stated consequences, within 14 days of receipt of the notification referred to in the previous paragraph. Agreeing to this does not mean that Avans acknowledges the cause of the imminent delay and does not affect all other rights or claims that accrue to Avans by virtue of the Agreement. 4.6 The Contractor must provide Avans with all information, documentation, data, instructions etc., which Avans may reasonably need to make maximum use of the Deliveries and/or Services, In Writing. 4.7 The Contractor indemnifies Avans for criminal fines and administrative sanctions (as referred to in section 5:2, subsection one, opening words and under a of the General Administrative Law Act, including the possible recovery of costs) in connection with the Agreement and imposed on the Contractor or Avans. 4.8 The Contractor is obliged to provide Avans with all user instructions and product information, as well as any quality marks or certificates in relation to the Goods, in the Dutch language as much as possible, without additional costs, unless the Request for a Quotation states otherwise. 5 Acceptance Acceptance of Deliveries (Goods) 5.0 The Supply of Goods does not serve as acceptance by Avans. 5.1 Delivery must be effected only on Working Days, during the opening hours of the locations of Avans, unless another time has been agreed, In Writing. The Contractor must notify his transport company of this. 5.2 Within ten (10) Working Days of Delivery of the Goods, Avans will inspect the Goods with regard to nature, condition, quality and quantity and assess whether the Goods are in accordance with the requirements as agreed between the Parties. The inspection by Avans may include testing and/or sampling of the Goods. 5.3 Avans, with due observance of article 5.1, notifies the Contractor, In Writing, within a reasonable term, whether the Goods have been accepted. In the event that Avans does not inform the Contractor of the acceptance within 30 days, In Writing, Avans is deemed to have accepted the Goods.

page 7 of 16 5.4 In the event that Avans rejects the Goods, Avans must notify the Contractor thereof, as soon as possible, In Writing. Avans, in its notification, must clearly explain its reasons for dissatisfaction to the Contractor. The Contractor is given the opportunity (at his expense and risk) to remedy his faulty Delivery within a reasonable term, on demand of Avans. Thereafter, the acceptance procedure as described above can be followed again. Acceptance of Services 5.5 Avans assesses the results of the Services within a term of ten (10) Working Days of the execution, unless a different term has been agreed in the Agreement. If Avans finds the results to be satisfactory, Avans will accept these by means of a Written notification to the Contractor. 5.6 Avans notifies the Contractor, In Writing, within a reasonable term, whether the Services have been accepted. In the event that Avans does not inform the Contractor of the acceptance within 30 days, In Writing, Avans is deemed to have accepted the Services. 5.7 If Avans finds the results of the Services to be dissatisfactory, Avans will send the Contractor a Written notification of non-acceptance. Avans, in its notification, must clearly explain its reasons for dissatisfaction to the Contractor. 5.8 Avans has the option of having the Services assessed by third parties. If Avans deems that an external assessment is required, Avans, after having informed the Contractor, will be entitled to extend the acceptance term by another ten (10) Working Days, unless a different term has been agreed in the Agreement. 5.9 If Avans has not formed an opinion on the assessment within the term referred to in article 5.4, or after the extended period referred to in article 5.6, the results of the Services will be deemed accepted. 5.10 Without the prior approval of Avans, the Contractor is not permitted to temporarily or permanently replace the persons charged with the provision of the Services, unless the Contractor demonstrates that the immediate replacement of those persons is required. Avans will not deny its approval on unreasonable grounds and is entitled to attach conditions to this approval. The rates applicable to the original persons cannot be increased in the event of replacement. 5.11 Avans can demand replacement of Personnel of the Contractor, if it appears that these staff members, who are charged with the provision of the Services, do not perform within the interest of a proper execution of the Agreement. In that instance, the rate that is charged will not exceed the rate laid down in the Agreement for the person who is replaced. When replacing persons charged with the execution of the Agreement, the Contractor must make

page 8 of 16 available persons who, in terms of expertise, training and experience, are at least equal to the persons to be replaced, or meet the requirements as agreed by the Parties in relation to these persons. Any costs involving the replacement of persons as demanded by Avans will be at the expense of the Contractor. 6 Risk 6.0 The Goods delivered and to be delivered are and continue to be at the risk of the Contractor until they have been accepted on behalf of Avans in accordance with the provisions of article 5 above. Ownership transfers after acceptance in accordance with article 5. 6.1 Without prejudice to the provisions above, the risk for Goods made available by Avans to the Contractor for e.g. repairs, treatment or processing is vested in the Contractor. 6.2 With a view to the above, the Contractor is obliged to properly insure the Goods and to take any other measures in order to prevent or minimise the destruction or loss of the Goods and to replace these Goods should these Goods be destructed or lost. 7 Property, intellectual property rights and other rights 7.0 The drawings, calculations, models and other documentation etc., as well as computer files and other information carriers (electronic or otherwise), which are part of the Agreement and which the Contractor has or has had made in regard to the Instruction, remain or become the property of Avans. The Contractor - insofar as possible within the framework of copyright law - waives all property rights with regard to copyright work made within the framework of the Agreement. 7.1 Any retention of title as stipulated by the Contractor which would come into effect after acceptance as stipulated in article 6.0 does not apply. Avans hereby explicitly rejects such retention of title. By concluding the Agreement, the Contractor explicitly accepts this rejection. 7.2 The Contractor retains all intellectual property rights of all work products provided by him and grants Avans a perpetual, worldwide, non-exclusive right to use the work products for preliminary research, transition and possible continued development of the financial function of Avans (including the right to publish the material, with or without changes and deletions, in relevant issues and publications), without any consideration due in that case. 7.3 If pursuant to any relevant legal system, any further juristic act should be required for the creation, transfer and/or implementation of any intellectual and/or industrial property right, the Contractor must immediately notify

page 9 of 16 Avans thereof and must render Avans all necessary assistance in that respect, free of charge. 7.4 Result as referred to in paragraph 5 of this article is taken to mean all that is created within the framework of the Agreement, regardless of whether the Contractor, in his efforts, uses any contributions of Avans and/or third parties. 7.5 Unless otherwise agreed In Writing, the Contractor does not retain or obtain any right of use with regard to any result of the Agreement. 7.6 Avans explicitly reserves the copyright with regard to any work disclosed to the Contractor within the framework of the Agreement. The Contractor acknowledges this proviso. 7.7 The Contractor guarantees that the purchased Goods and accessories, as well as the Services provided and all that is accompanied by or that results from it, are free from special obligations and restrictions that could impair the free use thereof by Avans, such as patent rights, trademark rights, design rights or copyrights and indemnifies Avans against all third-party claims in that respect. 7.8 The Contractor guarantees that the Goods and/or Services provided by him do not in any way infringe any third-party rights, including intellectual property rights such as copyrights, patent rights and trademark rights. The Contractor indemnifies Avans against third-party claims in this respect. 7.9 In the event of claims by third parties, the Contractor will do all within his powers to ensure that Avans, in consultation with the latter, is able to continue the undisturbed use of the Goods and/or Services provided. 7.10 In the event of claims by third parties, which is subject to the obligation to indemnify as referred to above (article 7.8), the Contractor must compensate all damage incurred by Avans. This also applies if those third parties claim an order for full compensation of legal costs in a court of law - by virtue of section 1019h of the Netherlands Civil Code - and this order is granted by the Court. 8 Payment and contract variations 8.0 Agreed contract variations are settled at the rates and/or unit prices as listed in the Quotation, unless otherwise agreed, In Writing. 8.1 Contract extras qualify for settlement if it concerns additional work as a result of: additional wishes; changed insights by Avans;

page 10 of 16 changes in the legal regulations in relation to the Performance to be delivered; the Performances are demonstrably more complex or are expanded. Contract extras do not include additional work or changed insights which the Contractor should have foreseen upon concluding the Agreement or other circumstances that inevitably lead to an expansion of the agreed work. If one of the Parties believes contract extras do exist, the relevant Party notifies the other Party thereof, In Writing, as soon as possible. 8.2 Contract reductions qualify for setoff if it concerns less work as a result of: changed insights by Avans; changes in the legal regulations in relation to the Performance to be delivered; the Performances to be delivered by the Contractor under the Agreement are demonstrably less complex or reduced. If one of the Parties believes contract reductions do exist, the relevant Party notifies the other Party thereof, In Writing, as soon as possible. If a fixed price is agreed, the Parties, in mutual consultation, determine the amount of the contract reductions which will be deducted from the price to be paid. 9 Financial stipulations 9.0 The price quoted in the Quotation is fixed, expressed in Euros and is deemed to relate to all costs to be incurred in order to deliver or provide the Goods and/or Services at the location designated by Avans. These costs include expenditure, taxes, excise duties and levies relating to, among other things, production, transport, insurance, import and/or export. The prices stated in the Quotation are inclusive of VAT, unless explicitly stated otherwise In Writing. No setoff takes place on account of an increase in wages and prices, unless agreed otherwise. 9.1 The right to payment arises after acceptance by Avans, in accordance with article 5. Avans will pay the invoice within 30 days of receipt, if the Goods and/or Services provided have been accepted and the invoice meets the requirements set out below. 9.2 The invoice of the Contractor must be sent digitally, in PDF format, to crediteuren@avans.nl. The invoice must contain at least the following information: the name of the contact person of Avans; Avans order number; specification of the Goods and/or Services provided. The invoice must furthermore meet the legal requirements.

page 11 of 16 9.3 Contract extras are to be invoiced by the Contractor separately, after completion of the additional work and acceptance thereof by Avans, in accordance with the requirements set out in paragraph 2 of this article. In addition, the nature and scope of the contract extras must be clearly stated on the invoices and specified on the basis of the Written instruction for additional work. 9.4 Invoices that do not meet the above requirements will not be processed and will be returned. In the event that the invoice is returned, the payment term referred to in paragraph 1 of this article does not apply. 9.5 This article does not affect any rights of Avans to, among other things, suspension, exercising a right of retention, termination and setoff. 9.6 In the event that Avans fails to fulfil its payment obligations in time, Avans will not be obliged to pay statutory interest until after Avans has been given a reasonable term by the Contractor, In Writing, to fulfil its obligation at a later date. 9.7 If Delivery is made in parts without this having been agreed, Avans will not be obliged pay the agreed price until after it has received the last partial Deliveries in a good condition, and Delivery has been made correctly and has been accepted by Avans. As and when necessary, the payment term referred to in paragraph 1 of this article will start from the date of receipt of the invoice, unless the invoice was received before reception of the last partial Delivery in a good condition, and provided the Delivery was made correctly and has been accepted. In the latter case, the payment term referred to in paragraph 1 of this article will start from the first day following the day on which the last partial Delivery was made correctly, has been received in a proper condition and has been accepted. 9.8 If the Goods and/or Services do not meet the requirements of the Agreement, Avans will be entitled to partially or fully suspend payment, in proportion to the shortcoming. 10 Warranty 10.0 The Contractor guarantees that the Goods and/or Services provided are in accordance with what has been agreed. 10.1 The Contractor guarantees that the Goods delivered, for a period of at least one year after Delivery, will be free from manufacturing, construction, design and material faults. The Contractor warrants the Services provided for a period of at least one year from the date of the Delivery thereof, unless otherwise agreed. 10.2 The warranty period referred to in article 10.1 will be extended for the period during which the Goods cannot be used as intended due to a defect or

page 12 of 16 11 Secrecy unsuitability that can be attributed to the Contractor. In the event that the Goods, or parts thereof, are repaired or replaced, the full warranty period will once more apply to these Goods or parts thereof. 11.0 The Parties undertake not to disclose anything they have learned as part of the formation and/or execution of the Agreement and of which the confidential nature is known or can be reasonably suspected - which includes disclosure via social media - or to use this for personal purposes, except insofar as any legal provision or judicial order obliges them to disclose this. 11.1 The Parties undertake to ensure that the persons or third parties engaged by them observe this duty of secrecy and guarantee that they will fulfil this obligation. 11.2 In the event of a breach of one the aforesaid paragraphs by the other Party and/or the persons working for that Party and/or the third parties engaged by that Party, the Parties are entitled to suspend the Agreement with immediate effect or to terminate the Agreement without judicial intervention and without a notice of default. Suspension or termination must be effected by means of registered letter. 11.3 On demand of Avans, the Contractor is obliged to have Personnel of the Contractor sign a non-disclosure agreement. 12 Safety and house rules 12.0 The Contractor obliges Personnel of the Contractor to observe the Avans safety and house rules. The safety and house rules can be found on the Avans website: See the document Avans Safety Information at http://veiligheid.avans.nl and the document House Rules and Facilities Protocol at www.avans.nl/ about Avans/Organisation/Purchasing & Tendering. The Avans procedures and house rules not being available at any time does not affect the obligation to observe these. 13 Transfer 13.0 Without the prior Written approval of Avans, the Contractor is not permitted to assign, pledge (section 3:98 of the Netherlands Civil Code) or transfer (section 3:83, subsection 2, of the Netherlands Civil Code), under whatever title, free of charge or otherwise or make available claims arising from the Agreement against Avans, or against a legal entity affiliated to Avans, to another party. The prohibition on pledging has a property-law effect.

page 13 of 16 14 Force majeure 14.0 The Contractor will only be able to invoke force majeure - as referred to in section 6:75 of the Netherlands Civil code - against Avans, if the Contractor notifies Avans of his invocation of force majeure, In Writing, as soon as possible, and submits documentary evidence to this effect. 14.1 Failure by the Contractor to perform due to a third party failing to fulfil its obligations in dealings with Contractor are attributable to the Contractor. 14.2 Force majeure is, in any case, not taken to mean: riots, (organised) strikes, staff shortages, factory sit-ins, a shortage of modes of transport, traffic disruptions, a shortage of commodities, disruptions in the power supply, machine breakdown, operational failures, problems with liquidity or solvency, ICT disruptions. 14.3 During the situation of force majeure, Avans is entitled to suspend its payment obligation. The Contractor will do everything within his powers - using every means available to him - to minimise the duration and damage or losses caused by force majeure. 14.4 After the situation of force majeure has lasted for two (2) months - or if the force majeure situation is expected to last for more than two (2) months upon commencement thereof, after the force majeure has lasted longer than anticipated upon commencement - Avans is entitled to fully or partially terminate the agreement by means of a Written notification, without legal intervention being required and without Avans being obliged to pay any compensation. 15 Liability 15.0 If either Party fails in the performance of his obligations under the Agreement, the other Party will be able to give notice of default. However, the defaulting party will be in default with immediate effect, if performance of the relevant obligation, other than due to force majeure, has become permanently impossible within the agreed period. The notice of default must be In Writing, offering the defaulting party a reasonable term to remedy the situation at a later date. This term is a final deadline. Failure to perform within this period will result in the defaulting party to be in default. 15.1 The Contractor will indemnify Avans against any third-party claims for damage suffered by these third parties, due to the Contractor executing the Agreement and the use or application of the Goods or Services of the Contractor provided, unless it concerns incompetence, recklessness or (intentional) improper use of the Goods or Services by the third party or third parties suffering damage. Third parties include staff members of Avans and those who work on the instructions of Avans.

page 14 of 16 15.2 If, for the provision of the Services, the Contractor uses items that are the property of Avans, the Contractor will be liable for any damage caused to these items. If, as a result of items of Avans being held at the Contractor for the execution of the Agreement, the Contractor and/or third parties suffer damage, in whatever way, this damage will be at the full expense and risk of the Contractor, unless the damage is attributable to Avans. 15.3 The damage to be compensated by the Contractor within the framework of the Agreement is limited to: a. for an Agreement (including the extension options) with a value of less than EUR 1 million: up to the amount of the damage (including consequential damage) per event, subject to a maximum of EUR 1 million; b. for an Agreement (including the extension options) with a value of more than EUR 1 million: up to the amount of the damage (including consequential damage) per event, subject to the maximum value of the Agreement. The time for calculating the value of the Agreement is the date on which the award procedure was initiated by Avans. Avans bases the estimated value of the Agreement on the total amount, exclusive of turnover tax, including options and extensions of the Agreement. In the event the award has been made simultaneously, in separate lots, Avans will use the total estimated value of these lots as basis. 15.4 All judicial and extrajudicial costs incurred by Avans as a result of noncompliance by the Contractor will be at the expense of the Contractor. 16 Insurance 16.0 The Contractor must take out adequate insurance to cover his legal and/or contractual liability towards Avans. The Contractor will furthermore insure all operational risks that can be insured on normal conditions. 16.1 At the request of Avans, the Contractor, at his expense, must forthwith produce (certified copies of) the policies and proofs of payment of the premium with regard to the insurances referred to in the first paragraph or a statement from the insurer confirming that this insurance is in place and paid for. The Contractor will refrain from terminating the insurance contracts or the conditions subject to which they were entered into, without the prior, Written confirmation of Avans. The insurance premiums payable by the Contractor are deemed to have been included in the prices and rates agreed upon. 16.2 Any insurances that are required within the framework of the execution of the Agreement and which have not yet been taken out by the Contractor, must be taken out by the Contractor before the commencement of the period in which the Agreement is executed.

page 15 of 16 16.3 The Contractor must insure all Goods of Avans, to be held in the possession of the Contractor by virtue of the Agreement, against all damage, including damage caused by incorrect or insufficient processing that may be inflicted on the goods during the time that the Contractor has the Goods in his possession. 16.4 The Contractor indemnifies Avans against the financial consequences of third-party claims, of whatever nature, i.e. including claims by virtue of vicarious tax liability, recipients' liability, the Compulsory Identification Act and the Foreign Nationals (Employment) Act and consequential damage, in any way connected with the formation and/or execution of the Agreement. 17 Termination 17.0 Without any obligation to pay compensation and without prejudice to its other rights and without a notice of default or legal intervention being required, each of the Parties is entitled to partially or fully cancel or terminate the Agreement, with immediate effect, at any given time, by means of a Written notification to the other Party or Parties, or to suspend the (further) execution of the Agreement with one of the Parties in the event that: a resolution to dissolve one of the Parties as a legal entity or company has been passed; at the time this Agreement is concluded, the control of one of the other Parties will be vested in another; one of the Parties is declared insolvent; bankruptcy of one of the Parties is filed for; one of the Parties is granted a (provisional) moratorium; an agreement with the liquidators of one of the Parties is reached; one of the Parties loses the disposal of (a substantial part of) its assets, e.g. as a result of seizure; one of the Parties discontinues its business or an important part thereof, which includes liquidation of the business or the contribution of the business to a new or existing company; one of the Parties assigns the assets; third parties, other than subsidiaries or group companies referred to in section 2:24a and 2:24b of the Netherlands Civil Code respectively, gain direct or indirect control of the operations of the Contractor; one of the Parties merges, divides or transfers (part of) its company in any way. 17.1 The Contractor must make available to Avans all goods (Written documents, computer files etc.) which he holds in his possession within the framework of the execution of the Agreement and which are and/or have become the property of Avans, within ten (10) Working Days of termination of the relevant work or termination of the Agreement.

page 16 of 16 18 General provisions 18.0 These Terms and Conditions and the Agreement and/or any supplementary agreements, as well as the formation and the interpretation are governed by Dutch law. 18.1 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is explicitly excluded. 18.2 In the event of a dispute with regard to the Request for a Quotation, the procedure as described in the Request for a Quotation, the formation of the Agreement or the execution of the Agreement, each of the Parties will be entitled to submit the dispute to the Zeeland-West-Brabant Court, in Breda. 18.3 The Contractor cannot derive any rights from the Agreement in order to obtain subsequent assignments. 18.4 Avans reserves the right to make changes in or additions to the Terms and Conditions. Changes and/or additions will be announced to the Contractor In Writing and will be implemented at a date to be stipulated by Avans. In the event that the Contractor is negatively affected by the change, he can terminate the Agreement within fourteen (14) days of having been notified of the change, with effect from the date on which the new Terms and Conditions come into force. 18.5 In the event of a conflict between any provision of the Agreement and these Terms and Conditions, the provision from the Agreement prevails. 18.6 The obligations of the Contractor include, but are not confined to, immediately notifying Avans, In Writing, on the facts and circumstances that can lead to the loss of control and/or the disposal of the Goods that are the property of Avans.