GENERAL PURCHASING CONDITIONS OF ALLES KOMT GOED B.V. Registered in the commercial register of the Chamber of Commerce under number 51983478 Article 1: Definitions De Feestfabriek: Alles Komt Goed B.V., a private limited company incorporated under Dutch law, with its registered offices in Hengelo (Gelderland). The Supplier: The natural or legal person with whom the purchase or supply of goods or the provision of service will be or has been agreed. The Assistant: The natural or legal person, which is understand to include an employee of the Supplier, who is engaged by the Supplier for the performance of the Agreement. The Order: The written confirmation from De Feestfabriek of the Supplier s tender or quotation. The Goods/Item of property: The tangible property/goods which the order relates to. The Services: The activities to be performed/services to provided which the order relates to. The Parties: De Feestfabriek and the Supplier. General Terms and Conditions The general purchasing conditions of De Feestfabriek as described below. Article 2: Scope of application 2.1 These General Terms and Conditions apply to all requests, offers, orders and agreements, by whatever name, between De Feestfabriek and the Supplier in which De Feestfabriek buys, takes on loan, hires, or rents Goods or which De Feestfabriek commissions to provide services, additional or otherwise, from the party which has any legal relationship as such with the Supplier. 2.2 De Feestfabriek expressly rejects the applicability of any of the Supplier s general terms and conditions, be they purchase, supply, lease or availability terms and conditions, by whatever name, unless De Feestfabriek has expressly accepted the Supplier s terms and conditions in writing. If De Feestfabriek expressly accepts such terms and conditions, and there is a conflict between these General Terms and Conditions and the Supplier s general terms and conditions, the General Terms and Conditions of De Feestfabriek will prevail. Article 3: Conclusion of an agreement 3.1 An offer from the Supplier will follow from a request from De Feestfabriek. This offer is free of charge, unless otherwise expressly agreed in writing. 3.2 An agreement is first concluded after De Feestfabriek places an Order based on the Supplier s offer. 3.3 If an Order is placed after an offer from the Supplier, then the Agreement is concluded at the point in time that De Feestfabriek dates the Order. If the Order deviates from the Supplier s offer, then the Agreement is concluded in accordance with the Order, unless the Supplier rejects the Order in writing within 5 working days after the date of the Order insofar as the Order is not delivered or implemented within 5 working days after the date on the Order. If the latter is the case, then a maximum term of rejection of 1 hour applies.
3.4 If an Order is placed by De Feestfabriek without being preceded by an offer from the Supplier, then the Agreement is concluded if and at the time that, within 10 working days after the date on the Order, the Goods are delivered in accordance with the Order or at the time when a written order confirmation, entirely in accordance with the Order from De Feestfabriek, is received from the Supplier. 3.5 In the event of discrepancies in the order confirmation from the Supplier, the Supplier must first confer with De Feestfabriek and this must result in an amended written Order. If De Feestfabriek has not received an order confirmation, which is completely in accordance with the Order, within 10 working days after the date on the Order, De Feestfabriek is entitled to place the Order elsewhere; the original Order will then considered to be cancelled. 3.6 For call-off contracts, the sending of an Order for part delivery within the context of the call-off contract is considered to be the conclusion of a separate agreement, to which these General Purchasing Conditions will also apply. 3.7 If the Order includes deviations from the provisions of the General Terms and Conditions, then the deviations will prevail over the General Terms and Conditions. Article 4: Amendments/contract extras/cleaning costs 4.1 De Feestfabriek is at all times authorised to change the scope and/or the quality of the Goods and/or Services to be provided, in consultation with Supplier. 4.2 If, in the opinion of the Supplier, a change has consequences for the agreed fixed price and/or the time of delivery and/or the execution of performance, it is obliged, before implementing the change, to inform De Feestfabriek of this in writing within 10 working days after notification of the required change, insofar as the performance does not need to be delivered or executed within 5 working days after the change. If the latter is the case, then a maximum term of notification of 1 hour applies. If these consequences for the price and/or delivery time are unreasonable in the opinion of De Feestfabriek regarding the nature and extent of the required change, then De Feestfabriek is entitled to terminate the Agreement in writing. A termination on the grounds of this paragraph does not entitle the Supplier to any compensation for any damage whatsoever. 4.3 In the event of contract extras, these may first be implemented by the Supplier, provided De Feestfabriek has been notified of this implementation by the Supplier in writing, and provided De Feestfabriek has expressly approved this in writing. 4.4 If the contract extras entail additional costs, then these costs must be presented in writing to De Feestfabriek for approval. These costs cannot be charged and De Feestfabriek is not obliged to pay them if the Supplier has not received express written approval from De Feestfabriek.
4.5 If, after the execution of the performance, the Supplier is confronted with work and costs incurred for cleaning that it must undertake or have undertaken, then the work and the costs (on site) must be presented to De Feestfabriek for approval. These costs cannot be charged and De Feestfabriek is not obliged to pay them if the Supplier has not received express written approval from De Feestfabriek. 4.6 The Supplier may only make and/or perform changes to the scope, composition and/or quality of the Goods to be delivered and the packaging in question or the agreed performance after written permission from De Feestfabriek. Article 5: Transfer of obligations 5.1 The Supplier is not permitted to transfer the rights and obligations which arise for it under this Agreement, either entirely or in part, to third parties without prior written permission from De Feestfabriek. De Feestfabriek is entitled to attach conditions to this permission. 5.2 The permission from De Feestfabriek as referred to paragraph 1 of this Article does not release the Supplier from its obligations under the Agreement. De Feestfabriek is entitled to attach conditions to this permission if it is given. The Supplier remains fully responsible and liable with regard work to be performed by third parties in connection with the activities for De Feestfabriek and indemnifies De Feestfabriek against all liability in connection with the Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act [Wet Ketenaansprakelijkheid]. Article 6: Prices 6.1 The agreed prices are fixed, unless the Agreement mentions circumstances which may result in a price adjustment, and stipulates the way in which the adjustment will take place. 6.2 The agreed prices are denominated in euro, are excluding VAT, but do, however, include all costs in connection with the fulfilment of the Supplier s obligations. Article 7: Invoicing and payment 7.1 The Supplier s invoice must be addressed to Alles Komt Goed B.V., for the attention of the indicated contact person. The invoice must also mention the De Feestfabriek order number and itemise the Goods and/or Services in question. 7.2 Payment of the invoice, including VAT, will take place within 25 working days of receiving the invoice provided supply to and acceptance by De Feestfabriek of the Goods and/or Services provided and corresponding performance has taken place, and after the Supplier has fulfilled all its obligations with respect to De Feestfabriek.
7.3 De Feestfabriek is entitled to suspend payment, entirely or in part, if De Feestfabriek discovers a breach of any of the Supplier s agreements, should the breach justify this. 7.4 De Feestfabriek is entitled to deduct from the invoice any amounts that the Supplier owes De Feestfabriek. 7.5 Before payment takes place, De Feestfabriek is entitled to require the Supplier to have a bank based in the Netherlands and one that is acceptable to De Feestfabriek issue an unconditional and irrevocable bank guarantee, for the Supplier s account, to secure the fulfillment of its obligations. If applicable, the submission of an unconditional and irrevocable corporate guarantee will suffice. The bank guarantee or corporate guarantee must be due and payable immediately on request during the validity term of the Agreement. 7.6 Payment by De Feestfabriek does not in any way amount to waiving of rights. 7.7 Payment does not release the Supplier from any guarantees and/or liability vis-à-vis De Feestfabriek. Article 8: Delivery and completion 8.1 The agreed time of delivery is essential to De Feestfabriek. The Supplier must deliver and complete the Goods or Services strictly within the term and at the venue as agreed between the Parties. In the event of late delivery, the Supplier is in default without further notice of default. Legal delivery first takes place at the time that a representative of De Feestfabriek who has authority to sign has signed for receipt. 8.2 The Supplier is obliged to package the Goods properly according to the transport requirements and destination, to furnish the Goods with the information required by De Feestfabriek and in the process to follow any instructions provided by De Feestfabriek. The Supplier is liable for damage due to inadequate packaging. 8.3 The Supplier is obliged to ensure that the product information, certificates, packing lists, material certificates and suchlike requested by De Feestfabriek have been given to De Feestfabriek at the latest at the time of the delivery of the Goods to De Feestfabriek. The delivery will be deemed to be incomplete as long as these documents are missing. 8.4 The Supplier must immediately report any threatening failure to meet the delivery deadlines in writing to De Feestfabriek. This does not affect the possible consequences of such lateness under the Agreement or statutory provisions. 8.5 De Feestfabriek is entitled to postpone the delivery. In this case, the Supplier will separate the Goods, which will be properly packaged and identifiable, and store, take care of, secure and insure them.
8.6 The Supplier will implement the Agreement to the best of its knowledge and ability, and in accordance with the requirements of good workmanship and on the basis of the known state of the art. 8.7 The Supplier is obliged to adhere to De Feestfabriek working hours and schedules - and announce any changes to these on time - and must organise its work in such a way that interruptions to the activities of De Feestfabriek do occur. 8.8 The Supplier will ensure that it will thoroughly familiarise itself with the circumstances under which it must realise De Feestfabriek s specified requirements. This familiarisation is understood to include, but is not limited to, any members of De Feestfabriek staff who in whichever way could be considered to be users of the delivered Goods or Services and the location at which the Goods or Services must be delivered, in working order. 8.9 All consequences of incorrect interpretation of information provided by De Feestfabriek about the circumstances, or of insufficient knowledge about the circumstances under which the performance required by De Feestfabriek must be executed, are for the account of the Supplier. Article 9: Inspection 9.1 The Goods and Services may be inspected by or on behalf of De Feestfabriek on the basis of the agreed requirements. 9.2 The inspection will take place at the agreed location of delivery or completion, or at the Supplier s company. 9.3 The inspection will take place within a reasonable period after receipt of the Goods or after completion of the Services. 9.4 If De Feestfabriek wishes to carry out an inspection at the Supplier s company, the Supplier will cooperate. If required, the Supplier must make the required area as well as the necessary Assistants, materials and equipment available free of charge to the staff tasked with carrying out the inspection. All costs incurred at the Supplier s company during the inspection are for the account of the Supplier, except for the costs related to De Feestfabriek staff tasked with carrying out the inspection. 9.5 De Feestfabriek is entitled to carry out interim supervision and inspections, and/or monitor progress related to its order in the Supplier s company.
9.6 De Feestfabriek will notify the Supplier in the event of any rejections. De Feestfabriek is entitled to return rejected Goods to the Supplier at its discretion, or keep the Goods until the Supplier has given further instructions about how the rejected Goods should be dealt with, all of which is for the account and risk of the Supplier. If advertisement and/or publicity material is rejected, De Feestfabriek is entitled to require the destruction of the rejected materials. Rejected services must be rectified for the account and risk of the Supplier. 9.7 The occurrence or absence of inspections or entry checks does not release the Supplier from any guarantees and liability. Article 10: Appropriateness/compliance/product liability 10.1 The Supplier guarantees that all Goods or Services to be delivered or completed will in every respect: - be appropriate for the objective for which they are designated, if it has been informed of this designated use, or if it can otherwise reasonably be assumed to know what the designated use is; - comply with the agreed requirements, specifications, terms and conditions, appendices, drawings, samples and/or models; - meet all applicable statutory requirements and/or other government regulations with regard to inter alia safety, health and environmental health which may be in force at the time that the Goods are delivered. 10.2 The Supplier indemnifies De Feestfabriek furthermore against liability for all damages as a consequence of claims pursuant to legislation related to product liability and/or product safety if such claims are the direct or indirect consequence of a breach of an agreement by the Supplier, or of a defect in an Item or Service provided by the Supplier. 10.3 The Supplier guarantees that it is in possession of all permits which are required for the performance of the Agreement with De Feestfabriek, and it is obliged to provide De Feestfabriek with copies of these immediately on request. The Supplier indemnifies De Feestfabriek for all financial loss, including but not limited to penalties imposed by the government as a consequence of noncompliance with any statutory provisions or any other government regulations. 10.4 The Supplier guarantees that the delivered Goods are unencumbered and free of attachments. In the event of loan, lease or making available of Goods, the Supplier guarantees the correct functioning of the delivered Goods or the quality and quantity of the Services provided. 10.5 The Supplier guarantees that the delivered Goods are in working order. It will ensure that inter alia all components, auxiliary materials, accessories, tools, spare parts, technical documentation, instructions for use and instruction manuals required for realising the objective indicated in writing by De Feestfabriek, are provided, even if they have not been specifically mentioned. 10.6 The Supplier which has undertaken to do the catering for an event will have its fully equipped stand ready not later than 24 hours before the opening of the festival grounds in question and present the
stand to De Feestfabriek for approval. If it becomes apparent that the agreed Goods, performance etc. do not meet the provisions of Article 10, regardless of the results of any inspection, check and/or test, the Supplier will, at the discretion of De Feestfabriek and on demand, restore or replace the Goods, unless De Feestfabriek prefers to terminate the Agreement, in accordance with the provisions of Article 16: Termination. Article 11: Ownership and risk 11.1 Ownership of the delivered Goods passes to De Feestfabriek at the time of the delivery of these Goods, unless this ownership is already vested in De Feestfabriek. 11.2 If the delivered Goods are not approved or are rejected, the risk passes back to the Supplier from the time of the notification of this to the Supplier. Article 12: Shortcomings 12.1 In the event of an attributable breach on the part of the Supplier, the Supplier will be in breach without further notice of default. 12.2 The Supplier may only invoke non-attributable breaches against De Feestfabriek if it notifies De Feestfabriek in writing of such an invocation, as soon as possible after the commencement of the non-attributable breach, and on submission of the necessary supporting documentation. The nature of the performance may be such that it may be required of the Supplier that it must still properly meet its obligations immediately, at any rate within 24 hours. Article 13: Confidentiality and external communication 13.1 The Supplier will not disclose the existence, the nature and the substance of the Agreement and guarantees that itself and any Assistants appointed by it will maintain the confidentiality of all confidential information originating from De Feestfabriek that has come to their knowledge or has been brought to their attention in any way whatsoever, and will not disclose anything in this regard to third parties without prior written permission from De Feestfabriek. The Supplier will furthermore impose this duty of confidentiality on third parties engaged by it for the performance of the Agreement. 13.2 The Supplier will conform to De Feestfabriek s way of working with respect to the external communication and PR, including informing the press and media. 13.3 Violations of the duty of confidentiality as referred to in this provision are subject to an immediately payable penalty of 20,000 for every violation, without prejudicing the right to claim actual damage should this be higher. 13.4 Obligations under this article remain in force also after the termination of the Agreement.
Article 14: Intellectual and industrial property rights 14.1 Any designs, drawings, models, clichés, slogans, catchphrases and other texts, descriptions, artistic performances, photographs, imagery and other publicity material delivered by the Supplier are the property of De Feestfabriek. Where necessary, the Supplier will transfer all design rights and/or copyrights, or any other applicable intellectual property rights with respect to what has been delivered to De Feestfabriek without charge as soon as De Feestfabriek requires this. Should the Supplier engage third parties for the manufacture of Goods, the Supplier will ensure that these third parties will transfer any copyrights and/or design rights which have arisen without charge to De Feestfabriek. 14.2 The Supplier guarantees that the usage, including resale, of the Goods and/or equipment delivered by it, will not give rise to any infringement of patent rights, trademark rights, design rights, copyrights or any other third party rights. The Supplier indemnifies De Feestfabriek for claims arising from any infringement whatsoever of the rights referred to in the previous paragraph and it will compensate De Feestfabriek for any damage suffered as a consequence of any infringement. 14.3 The Supplier is entitled to use the information provided by De Feestfabriek. However, it may only do so exclusively in connection with the performance of the Agreement and taking into account the provisions in Article 13 of these General Purchasing Conditions. This information is and remains the property of De Feestfabriek. Article 15: Liability, risk and insurance 15.1 The Supplier is liable for all damages suffered by De Feestfabriek or third parties as a consequence of a defect in its product or Service as a result of which the product does not comply with what De Feestfabriek may expect of it or which does not offer the functioning or safety that De Feestfabriek and/or the user of the product is entitled to expect. 15.2 The Supplier enters the venue of the events organised by De Feestfabriek at its own risk. Unless it is a question of intent or gross negligence, the Supplier bears the risk for any damage arising from whatever cause on the occasion of or in connection with the events organised by De Feestfabriek to which the agreed performance relates, which has been brought about by the members of staff or Goods of the Supplier or other parties with whom De Feestfabriek has a legal relationship and the location and appurtenances of the event and all property located at the venue. The Supplier is obliged to take out adequate statutory public liability insurance to cover the damage referred to and to hand it over to De Feestfabriek immediately on request. 15.3 The Supplier indemnifies De Feestfabriek for claims from third parties for damage compensation on the grounds of the liability as referred to in the previous two paragraphs, and will reach a settlement with these third parties immediately on request of De Feestfabriek, or will defend itself before the courts against the claims referred to previously, in De Feestfabriek s stead or together with De Feestfabriek - these matters to be decided by and at the discretion of De Feestfabriek.
15.4 The risk of the bought and delivered Goods transfers to De Feestfabriek at the time of delivery and once the subsequent approval of the Goods in accordance with the provisions of these Purchasing Conditions has taken place and De Feestfabriek has accepted the Goods. 15.5 De Feestfabriek s liability in any event excludes (without this exclusion being limited to) the following: a. damage due to changes to the programme and other notifications that De Feestfabriek has made, announcements or information provided in some other way, and quotations related to the events organised by De Feestfabriek; b. damage due to the actions of third parties, visitors to the events, other suppliers, hirers/lessees of parts of the grounds and persons engaged by third parties; c. claims as a consequence of not observing the instructions given by officials deployed by De Feestfabriek, and non-compliance with the regulations and standards of public order, safety and decency; d. damage due to loss, damage or theft of the Supplier s belongings and goods brought to events organised by De Feestfabriek; e. damage due to unforeseeable changes in the starting and closing times of the events organised by De Feestfabriek; f. damage if, for any reason whatsoever, the event organised by De Feestfabriek takes place in part, later or not at all; g. consequential damage and indirect trading or other loss on the part of the Supplier; h. damage due to circumstances beyond the control of De Feestfabriek according to the generally prevailing opinion, including but not limited to, non-attendance due to the breach of contract or illness on the part of artists and other suppliers or parties with which De Feestfabriek has a legal relationship, government measures, extreme and other weather conditions and the threat thereof, storm, fire, theft, water and floods, insurrection, riots, war and acts of terrorism or the threat thereof, actions by the police and/or fire brigade, strikes, transport difficulties and other serious disruptions in the organisation or the events organised by De Feestfabriek, in the event that the required permits are not granted or are revoked and an event cannot take place because of this, or must be cancelled due to an order to that effect from the competent authority, and all other incidents that are beyond the control of De Feestfabriek, including consequential damages. 15.6 The Supplier bears the risk of the entire or partial loss or damage to the property leased by De Feestfabriek, unless this can be attributed to unlawful acts or gross negligence on the part of De Feestfabriek. The Supplier s property and everything that could be considered to be so in the broadest sense of the word and which is deployed in the performance of the Agreement with De Feestfabriek must be insured by the Supplier itself. In addition to adequate (additional comprehensive) insurance for the leased Goods for the duration of the Agreement with De Feestfabriek, the Supplier is responsible for taking out the insurance to cover the Supplier s liability, including statutory liability, with respect to damage to third parties. For the liability referred to in this article, the Supplier will take out statutory public liability insurance of at least 2,500,000 and provide De Feestfabriek on its request with the certificate of the required insurance(s) issued to the Supplier by the insurer. If the leased Goods are not insurable, this situation is for the account and risk of the Supplier. The Supplier indemnifies De Feestfabriek for claims on account of any uninsured or insufficiently covered property damage to the leased property.
15.7 Should De Feestfabriek be liable with respect to the Supplier on whatever grounds due to loss or damage, then this liability is at all times restricted to the invoice amount of the performance agreed between the Parties, at any rate up to at most the amount that pursuant to the statutory public liability insurance of De Feestfabriek would have to be paid out. 15.8 De Feestfabriek is only liable for damage or injury suffered by the Supplier which is directly and exclusively due to intent or gross negligence on the part of De Feestfabriek, on the understanding that the only damage that qualifies for compensation is the damage that De Feestfabriek is insured against, and insofar as this damage is covered by the insurance in question. Article 16: Termination - force majeure 16.1 If the Supplier does not, not properly or not on time fulfil one or any of its obligations arising from the Agreement, from other agreements arising from it or from these General Terms and Conditions, as well as in the event of liquidation or suspension of payments or an application of statutory debt adjustment of payment of the Supplier, and in the event of a shutdown, liquidation or acquisition or attachment or any comparable circumstances of the Supplier s company, De Feestfabriek is entitled, without De Feestfabriek being bound to pay any compensation whatsoever, to terminate the agreement entirely or in part without further notice of default or recourse to the courts, by way of a written notification to the Supplier or to suspend its payment obligations, without prejudice to any other rights vested in De Feestfabriek on account of the aforementioned, including the right to full compensation. 16.2 All claims that De Feestfabriek may have or obtain against the Supplier by virtue of this article will be immediately due and payable in full and in this respect no settlement by the Supplier is possible. 16.3 Termination takes place by registered letter or bailiff's notification addressed to the Supplier.
16.4 De Feestfabriek is not obliged to accept the agreed Supplier's performance and is not obliged to fulfil its own performance or obligations if the event organised by De Feestfabriek does not take place as a consequence of circumstances beyond its control as these apply according to generally prevailing opinion in the broadest sense of the word. This in any event includes but is not limited to: nonattendance due to the breach of contract or illness on the part of artists and other suppliers or parties with which De Feestfabriek has a legal relationship, government measures, extreme and other weather conditions and the threat thereof, storm, fire, theft, water and floods, insurrection, riots, war and acts of terrorism or the threat thereof, actions by the police and/or fire brigade, strikes, transport difficulties and other serious disruptions in the organisation or the events organised by De Feestfabriek, in the event that the required permits are not granted or are revoked and an event cannot take place because of this, or must be cancelled due to an order to that effect from the competent authority, and all other incidents that are beyond the control of De Feestfabriek. 16.5 In the event of circumstances mentioned in this article or another considered under generally prevailing opinion to be circumstances beyond its control, De Feestfabriek is entitled to suspend the performance of the Agreement with the Supplier without recourse to the courts, to consider it to be terminated, at any rate to terminate it without De Feestfabriek being bound to any damage compensation. If De Feestfabriek has already made a part payment to the Supplier, the Supplier will reimburse De Feestfabriek provided the part payment is not related to performances already undertaken. If part of the supplied services and/or equipment has already been used, prior to any (further) proceeding of the event being hindered by force majeure, the costs of usage for this period will be set in consultation and reimbursed, up to a pro rata maximum. 16.6 If the Supplier indicates that it will not fulfil the agreed performance due to circumstances beyond its control, then De Feestfabriek is entitled to consider the Agreement as terminated, with immediate effect and without recourse to the courts, at any rate De Feestfabriek is entitled to terminate it without De Feestfabriek being bound to any damage compensation. If De Feestfabriek has already made a part payment to the Supplier, the Supplier will reimburse De Feestfabriek even if it is related to performances already undertaken. 16.7 De Feestfabriek is not liable for any damage on the part of the Supplier if an event, for any reason whatsoever, does not take place at all, or only partially or at a later time. Article 17: Order, safety and the environment 17.1 The Supplier and its members of staff, as well as any third parties engaged by it, are obliged to observe all statutory safety, health and environmental regulations. De Feestfabriek s company regulations, including but not limited to regulations in the field of safety, health and environment, must be observed. 17.2 If material safety data sheets are available for a product and/or packaging, the Supplier must provide these sheets. Material safety data sheets must be provided, free of charge and in a certain quantity (preferably in Dutch) the first time a product is delivered and/or modified. 17.3 Activities on the part of the Supplier to be implemented at De Feestfabriek that may impact negatively on the environment through emissions into the air, water or soil must be reported to De
Feestfabriek explicitly in writing at least 20 working days prior to delivery. Notwithstanding the aforementioned written report to De Feestfabriek, the Supplier is liable for damage that arises for De Feestfabriek or third parties as a consequence of the aforementioned activities and the Supplier indemnifies De Feestfabriek for all claims from third parties, arising in any way whatsoever, from the aforementioned activities. 17.4 The Supplier must actively strive to reduce the impact on the environment from its products, packaging, raw materials and consumables and its personnel. Article 18: Conversion of provisions 18.1 If any provision in these Terms and Conditions proves to be non-binding, the remaining provisions nevertheless remain in force. In addition, such an ineffective stipulation must transposed into a stipulation which has the same meaning as far as possible, but which is effective. 18.2 After the termination of the agreement, irrespective of the reason for this, the provisions remain in force for the purpose for which they are intended. Article 19: Disputes and applicable law 19.1 The Agreement and all agreements arising from it are governed exclusively by Dutch law, with the exclusion of any applicable international treaties. 19.2 In the event of disputes between the parties arising from the General Terms and Conditions or legal relationships arising from these, including those which are considered to be so by one of the Parties only, the Parties will first consult in order to resolve them amicably and as far as is possible through consultations. If these consultations do not lead to a solution, the dispute will be submitted exclusively to and settled exclusively by the competent court in the Court District of Gelderland, the Netherlands. 19.3 If this consultation does not result in a solution, the District Court of Zutphen has exclusive jurisdiction to hear all disputes arising from this Agreement.