General terms and conditions Handling Company B.V. 

Filed under no. 30191667 dated 01-10-2019 with the Utrecht Chamber of Commerce

Article 1: General

1.1 In these general terms and conditions HCM B.V. is defined as Handling Company B.V. h.o.d.n. Handling Company Mijdrecht (HCM) B.V.

1.2 These terms and conditions are applicable to every offer and quotation of HCM B.V. established at Mijdrecht, (hereinafter referred to as HCM) and to every agreement concluded between HCM and a natural or legal entity (hereinafter referred to as: other party) to which HCM has declared the terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.

1.3 General (purchase) conditions of the other party shall apply only if it has been expressly agreed in writing that they shall apply to the agreement between the parties to the exclusion of these conditions.

1.4 If ambiguity exists about one or several provisions of these general terms and conditions, then the interpretation should take place "in the spirit" of these provisions.

1.5 If a situation arises between the parties that is not regulated in these general terms and conditions, then this situation should be judged in the spirit of these general terms and conditions.

1.6 These terms and conditions also apply to agreements with HCM, the performance of which requires the use of the services of third parties by HCM.

1.7 If any provision of these terms and conditions is null and void or is annulled, the other provisions of these terms and conditions shall remain in full force and effect. HCM shall draft new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provisions.

1.8 If HCM does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply or that HCM loses the right to obtain strict compliance with the provisions of these terms and conditions in other cases.

Article 2: Offers and tenders.

2.1 All offers, quotations and quotations of HCM are always without obligation, unless expressly stated otherwise in writing or if they contain a deadline for acceptance, and can only be accepted without deviations. An offer shall in any case be deemed rejected if it is not accepted within one month.

2.2 HCM reserves the right to withdraw an offer within 14 days of acceptance.

2.3 The submission of a quotation, estimate, delivery times or similar communication, whether or not accompanied by an offer, does not oblige HCM to enter into an agreement with the other party.

2.4 If an offer or quotation of HCM contains a non-binding offer and is accepted by the other party, HCM is entitled to withdraw the offer within 5 days of receipt of the acceptance.

2.5 HCM cannot be held to its quotations or offers if the other party can reasonably understand that the quotation or offer or any part thereof contains an obvious mistake or slip of the pen.

Article 3: Price

3.1 The price quoted by HCM for the performance to be performed by it applies only to performance in accordance with the agreed specifications or assumptions.

3.2 All quotations of formats, dimensions, quantities, weights, rates and processing options provided by HCM are made with the greatest possible care, but HCM does not guarantee that no deviations can or will occur.

3.3 All prices quoted are in euros and exclusive of sales tax (VAT) and government levies, unless otherwise agreed in writing.

3.4 If there is a periodic payment obligation of the other party, HCM

is entitled to adjust the applicable prices and rates in writing on a period of at least three months. If the other party does not wish to agree to such an adjustment, the other party is entitled within 30 days of the notification to terminate the agreement by the date on which the adjustment would take effect.

3.5 In the case of a composite offer, there is no obligation to deliver part of the total performance at the amount specified for this part in the offer or at a proportionate part of the price specified for the whole.

3.6 HCM reserves the right to increase all prices and rates. HCM is also entitled to adjust its prices periodically in accordance with the NEA index. It is expressly stated that price increases do not constitute grounds for early termination. Price increases and indexation are HCM B.V. an integral part of the agreed price.

Article 4: Payment

4.1 Unless otherwise agreed, the other party shall pay the price and the other amounts due under the agreement within 30 days of the invoice date, without being able to invoke any discount, setoff or suspension. In the event of late payment the other party shall be in default without notice of default being required by HCM.

4.2 In the event of an agreed delivery in parts, HCM is entitled, after delivery of the first part, to request payment of the costs incurred for the entire delivery in addition to payment of this part.

4.3 HCM is entitled to request an advance payment from the other party for work to be performed by it and will then only be obliged to perform (further) after the other party has made this advance payment.

4.4 The other party is at all times and irrespective of the agreed payment terms, obliged to provide security at HCM's first request for the payment of the amounts payable to HCM under the agreement. The security offered must be such that the claim with any interest and costs is properly covered and that HCM will be able to recover it without any difficulty. Any security that subsequently becomes insufficient shall be supplemented to an adequate security at HCM's first request.

4.5 If the other party disputes all or part of the invoice, the other party must notify HCM in writing and with reasons within 5 days of receipt of the invoice. Disputing all or part of the invoice does not suspend the other party's payment obligation.

4.6 If the other party fails to pay in due time as referred to in paragraph 1 of this article, it shall, without any demand or notice of default being required, owe the statutory commercial interest, or if applicable, the statutory interest, on account of the delay in payment of the amount owed by it from the invoice date.

4.7 In the event of late payment as referred to in paragraph 1 of this article, in addition to the amount owed and the interest accrued thereon, the other party shall be obliged to pay full compensation for both judicial and extrajudicial costs (the latter to be determined in accordance with the Extrajudicial Collection Costs (Standards) Act).

4.8 Payments, regardless of the appointment, shall be deemed to have been made first in payment of interest and costs that have fallen due and then in payment of the oldest outstanding invoice.

4.9 HCM shall at all times be entitled to set off outstanding invoices, or other claims that it owes to the other party payable at , against counterclaims that the other party has against HCM, for whatever reason.

Article 5: Confidential data and privacy

5.1 Both the other party and HCM guarantee that all information received from the other party that is known or should be known to be confidential in nature shall remain secret, unless a legal obligation requires disclosure of that information. The party receiving confidential data shall use it only for the purpose for which it was provided. Information shall in any case be considered confidential if it is designated as such by one of the parties.

5.2 The other party indemnifies HCM against claims of persons whose personal data have been registered or are being processed in the context of a register of personal data kept by the other party or for which the other party is otherwise responsible under the law.

Article 6: Retention of title and rights, right of retention

6.1 All goods delivered to the other party remain the property of HCM until all amounts paid by HCM to the other party have been paid.

other party owed for the goods delivered or to be delivered or work performed or to be performed under the agreement, as well as all other amounts owed to HCM by the other party due to failure in the payment obligation, have been paid in full to HCM.

6.2 Rights are always granted or transferred to the other party, where appropriate, under the

condition that the other party pays the fees agreed upon for that purpose in a timely and complete manner.

6.3 HCM may retain the goods, products, property rights, data, documents, data files and (intermediate) results of HCM's services received or generated under the agreement, notwithstanding an existing obligation to surrender, until the other party has paid all amounts due to HCM.

6.4 The other party is obliged to notify HCM immediately in writing if third parties assert rights to goods subject to retention of title under this article.

Article 7: Mode of delivery

7.1 The goods to be processed and/or delivered must be delivered on time, carriage paid, free of charge and in good condition to the address of HCM's warehouse (storage facility) or to an address specified by HCM, accompanied by a consignment note or waybill. HCM shall not be liable for the contents of the goods received nor for hidden defects in any way. The contents and the HCM B.V. quantity of goods per package must be clearly indicated on the consignment note or waybill.

7.2 If the goods to be processed and/or delivered are delivered to HCM at the agreed time and place, the delivery times stated by HCM apply, provided that the delivery times stated by HCM can never be considered as strict deadlines, unless expressly agreed otherwise in writing. The Other Party is responsible for checking that the delivery is made on time.

Article 8: Transportation, delivery, storage and risk

8.1 Unless otherwise agreed in writing, the method of transport, shipping, packaging, etc. shall be determined by HCM. This always takes place at the expense and risk of the other party, even if carriage paid delivery has been agreed and even if a Parcel Service or Carrier requires that the consignment bill or transport address states that all transport damage is at the expense and risk of HCM. HCM shall therefore never be liable for damages, of any nature and form, related to the transport to delivery.

8.2 HCM uses various carriers for transport and/or delivery. The liability of HCM and these carriers is limited to the limits set out in Article 13 of the General Transport Conditions (AVC) and in case of International shipments, Articles 23 and 25 of the Convention on the Contract for the International Carriage of Goods by Road (CMR) referred to in the AVC. The Other Party declares itself familiar with the contents of said conditions. In case a provision of these conditions is in conflict with the said conditions, the provision of these general conditions shall prevail, without prejudice to the validity of the other provisions of the said transport conditions.

8.3 The time of delivery of the goods to be processed and/or delivered is always the date on which HCM delivers the goods to a postal service, parcel service or other carrier for shipment. It shall never be the date of receipt by the addressee.

8.4 If printed matter, letters and the like are sent by means of "Postage Paid" or machine stamped via a Postal Company or Distributor, the date of delivery or dispatch shall be the date of the receipt issued by the Postal Company or Distributor for that purpose.

8.5 In the performance of the Agreement by HCM, the Other Party is obliged to do everything that is reasonably necessary or desirable to enable timely delivery by HCM, in particular by promptly answering HCM's questions.

8.6 HCM is not responsible for storing the goods to be delivered, unless expressly agreed otherwise in writing. If storage is performed by HCM, this shall be fully for the account and risk of the other party.

8.7 The goods to be processed and/or delivered by HCM remain for the account and risk of the other party. Therefore HCM is not liable for any damage in relation to the items to be processed or delivered. In that respect the other party is obliged to properly insure the same.

8.8 The other party is obliged to properly insure the goods that are or will be stored and/or processed by HCM. Properly insured means an insurance that compensates damage as a result of, among other things, but not limited to, theft, fraud, loss, loss and/or damage, storm, fire, smoke and water.

Article 9: Term of delivery

9.1 A delivery date stated by HCM shall, unless it is expressly stated in writing that it is a firm date, be indicative only. Even in the event of an agreed final deadline, HCM shall only be in default after the other party has given written notice of default. HCM must be offered a reasonable period of time to still perform the agreement.

9.2 The mere expiry of an agreed deadline does not constitute default on the part of HCM.

9.3 HCM's commitment to an agreed deadline for delivery or otherwise will lapse if the other party wishes or makes changes to the specifications of the work.

9.4 In the performance of the Agreement by HCM, the Other Party is obliged to do everything that is reasonably necessary or desirable to enable timely delivery by HCM.

9.5 In the event that the other party fails to comply with the provisions of the previous paragraph of this article, paragraph 4 of article 4 (being security) and paragraph 8 of article 8, an agreed delivery deadline will no longer be binding and the other party will be in default without written notice of default by HCM being required. In that case HCM is entitled, without prejudice to its rights under the law, to suspend performance of the agreement until the other party has remedied this default. Thereafter HCM will still perform the agreement within a reasonable period.

Article 10: Claims

10.1 HCM shall make every effort to ensure that the goods and services it supplies meet the requirements that can reasonably be set for them. HCM B.V.

10.2 Immediately after performance of the Agreement, the Client is obligated to thoroughly inspect the performance and goods delivered by HCM for errors and defects and, in the event of their presence, to notify HCM in writing immediately but no later than 2 days after performance and delivery.

10.3 If the Client does not point out to HCM, within 2 days from the day of performance and delivery, the errors and defects, which could have been noticed upon thorough examination, the Client shall be deemed to have agreed to the condition in which the aforementioned performance was delivered and the right to complain shall lapse.

10.4 The Client shall be obliged to specify accurately the errors and defects found by him under submission of relevant evidence.

10.5 HCM shall immediately be enabled to verify the errors and defects found by the Client. If in the opinion of HCM the errors and defects found by the Client are justified, HCM shall have the choice of either awarding fair compensation, subject to the provisions of Article 15, or, in consultation with the Client, providing an adequate solution such as repairing the errors and defects free of charge. In that case, the Client can never claim any replacement or additional compensation.

10.6 The performance and goods delivered by HCM shall in any event be deemed sound, if the Client has put the delivered goods or part of the delivered goods to use, processed or treated them, delivered them to third parties, or has had them put to use, processed or treated or delivered them to third parties respectively, unless the Client has observed the provisions of this article.

10.7 If the period of 2 days referred to in the first and second paragraphs of this article must be considered unacceptably short by the standards of reasonableness and fairness even for a careful and alert Client, this period shall be extended until no later than the first moment when the investigation or notification of HCM is reasonably possible for the Client.

10.8 The Client is not entitled to rescind the Agreement or to fail, suspend or postpone its obligations in whole or in part if HCM fails to properly perform its obligations under the Agreement, unless there is gross negligence or serious fault.

Article 11: Intellectual or industrial property rights.

11.1 All intellectual and industrial property rights to the software, data files, equipment or other materials developed or provided under the Agreement, such as designs or documentation, as well as preparatory material thereof, shall be vested exclusively in HCM, its licensors or its suppliers. The other party shall only acquire the rights of use expressly granted by these Terms and Conditions and the law. Any other or further right of the other party to reproduce software, websites, data files or other materials is excluded. A right of use granted to the other party is non-exclusive and non-transferable to third parties.

11.2 If contrary to the previous paragraph HCM is prepared to undertake to transfer an intellectual or industrial property right, such an undertaking can only be entered into expressly in writing. If the parties expressly agree in writing that intellectual or industrial property rights in respect of software, data files, equipment or other materials developed specifically for the other party will be transferred to the other party, this does not affect HCM's entitlement to apply and exploit the parts, designs, documentation, works, programming languages and the like underlying that development for other purposes, either for itself or for third parties, without any restrictions. Nor does a transfer of intellectual or industrial property rights affect HCM's right to undertake developments for itself or third parties that are similar to those done or to be done for the other party.

11.3 The other party is not permitted to remove or change any designation concerning the confidential nature or concerning copyrights, brands, trade names or other intellectual or industrial property rights from the software, websites, data files, equipment or materials.

11.4 HCM is permitted to take technical measures to protect the software or for agreed restrictions on the duration of the right to use the software. The other party is not permitted to remove or circumvent such a technical measure. If security measures result in the other party being unable to make a back-up copy of software, HCM will provide a back-up copy upon request.

11.5 Unless HCM provides the other party with a back-up copy of the software, the other party may make one back-up copy of the software, which may only be used to protect against involuntary loss of possession or HCM B.V. damage. Installation of the backup copy will only take place after involuntary loss of possession or damage. A back-up copy must be provided with the same labels and indications of copyright as present on the original copy (see paragraph 3).

11.6 Subject to the other provisions of these general terms and conditions, the Other Party is entitled to correct errors in software made available to it if that is necessary for the intended use of the software. Where these general terms and conditions refer to 'errors', this means a substantial failure to comply with the functional or technical specifications made known in writing by HCM and, in the case of custom software and websites, with the functional or technical specifications expressly agreed between the parties in writing. An error only exists if the other party can demonstrate it and if it is reproducible. The other party is obliged to notify HCM of errors immediately.

11.7.1) The other party indemnifies HCM against any legal claim by a third party based on the assertion that software, websites, data files, equipment or other materials developed by the other party itself infringe an intellectual or industrial property right applicable in the Netherlands, on the condition that HCM immediately notifies the other party in writing of the existence and content of the legal claim and leaves the handling of the case, including the conclusion of any settlements, entirely to the other party. To this end, the other party shall provide the necessary powers of attorney, information and cooperation to HCM to defend itself, if necessary in the name of other party, against these legal claims. This obligation to indemnify will lapse if the alleged infringement relates (I) to materials made available to HCM by the other party for use, adaptation, processing or incorporation, or (II) to changes that the other party has made to the software, website, data files, equipment or other materials or has had them made by third parties.

11.7. 2) If it is irrevocably established at law that the software, websites, data files, equipment or other materials developed by HCM itself infringe any intellectual or industrial property right belonging to a third party or if in HCM's opinion there is a good chance that such an infringement may occur, HCM will, to the extent possible, ensure that the other party can continue to use the delivered or functionally equivalent other software, websites, data files, equipment or the other materials in question without interference, for example by modifying the infringing parts or by acquiring a right of use for the other party.

11.7.3) If in its sole opinion HCM cannot ensure or cannot ensure other than in a manner that is unreasonably onerous (financially or otherwise) for it that the other party can continue to use the delivered goods undisturbed, HCM will take back the delivered goods against crediting of the acquisition costs less a reasonable user fee. HCM will only make its choice in this regard after consultation with the other party.

11.7.4) Any other or further liability or indemnification obligation of HCM for infringement of intellectual or industrial property rights of a third party is completely excluded, including liability and indemnification obligations of HCM for infringements caused by the use of the delivered software websites, data files, equipment and/or materials (I) in a form not modified by HCM, (II) in connection with items or software not supplied or provided by HCM or (III) in a manner other than that for which the equipment, software, websites, data files and/or other materials were developed or intended.

11.8 The other party guarantees that no rights of third parties under national and international laws and regulations preclude the provision to HCM of equipment, software, material intended for websites, data files or other materials, including design material, for the purpose of use, adaptation, installation or incorporation (e.g. in a website). The other party shall indemnify HCM against any action based on the allegation that such provision, use, adaptation, installation or incorporation infringes any third-party right.

Article 12: Ownership of means of production, etc.

12.1. All items manufactured by HCM, such as, for example, data carriers, computer software, data files and peripheral equipment, remain the property of HCM, even if they are stated as a separate item on the offer, in the offer or the invoice.

12.2 HCM is not obliged to deliver the items referred to in paragraph 1 to the other party.

12.3 HCM is not obliged to store the items referred to in the first paragraph of this article for the other party. If HCM and the other party agree that these items shall be kept by HCM, this shall be for a maximum period of one year and without HCM guaranteeing their suitability for repeated use.

Article 13: Suspension, dissolution and early termination of the agreement

13.1 HCM is authorized to suspend performance of the obligations or to rescind the agreement if:

  • other party fails to fulfill its obligations under the agreement, incompletely or in a timely manner;
  • after the conclusion of the agreement HCM learns of circumstances that give good reason to fear that the other party will not comply with the obligations;
  • other party was requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;
  • if due to the delay on the part of the other party HCM can no longer be required to perform the agreement on the terms originally agreed upon.

13.2 Furthermore, HCM is authorized to dissolve the agreement if circumstances arise which are of such a nature that performance of the agreement is impossible or if other circumstances arise which are of such a nature that HCM cannot reasonably be required to maintain the agreement unamended.

13.3. If the Agreement is dissolved, the claims of HCM against the other party shall be immediately due and payable. If HCM suspends performance of the obligations, HCM shall retain its claims under the law and the Agreement.

13.4 If HCM proceeds with suspension or dissolution, it shall in no way be liable for compensation for damages and costs incurred in any way.

13.5 If the dissolution is attributable to the other party, HCM is entitled to receive compensation for the damage, including all direct and indirect costs.

13.6 If the other party fails to perform its obligations under the agreement and such non-performance justifies rescission, HCM will be entitled to rescind the agreement immediately and with immediate effect, without any obligation on its part to pay any compensation or indemnification, while the other party may be obliged to pay compensation or indemnification on account of breach of contract.

13.7 In the event of liquidation, (a request for) suspension of payments or bankruptcy, attachment - if and to the extent that the attachment has not been lifted within three months - at the expense of the other party, debt restructuring or another circumstance as a result of which the other party can no longer freely dispose of its assets, HCM will be free to terminate or cancel the agreement immediately and with immediate effect, without any obligation to pay any compensation or indemnification. The claims of HCM against the other party shall in that case be immediately due and payable.

13.8 If the other party fully or partially cancels an order that has been placed, the goods ordered or prepared for it, plus any costs of supply and delivery thereof and the working time reserved for the execution of the agreement, will be charged in full to the other party.

Article 14: Force majeure

14.1 Deficiencies on the part of HCM (and/or on the part of the third parties/suppliers engaged for the performance of the agreement), in the performance of the agreement cannot be attributed to it if they are not due to its fault, nor are they for its account pursuant to the law, the agreement or generally accepted practice.

14.2 Force majeure is defined as all external causes, foreseen or unforeseen, which are beyond HCM's control, but as a result of which HCM is unable to perform its obligations. Force majeure includes, but is not limited to: fire, lack of work force, strikes and in HCM or third parties, hacking of a server, external attacks on the IT network or the hosting environment, unavailability of a server, unavailability and/or stagnation in the supply and/or hindrance in the transport of goods and other impediments (both external and internal), war, mobilisation, epidemics, natural disasters, import or export bans, lack of energy and riots.

14.3 In the event of force majeure HCM may rescind or suspend all or part of the agreement without judicial intervention, without being obliged to pay any compensation.

14.4 If at the time of the occurrence of force majeure HCM has already partially fulfilled its obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled respectively has independent value, HCM is entitled to separately invoice the part already fulfilled or to be fulfilled respectively.

Article 15: Liability of HCM, indemnification

15.1 HCM's total liability for attributable failure to perform the agreement shall be limited to compensation for direct damage up to the amount of the price stipulated for that agreement (excl. VAT, and excl. the amount of services performed by third parties and charged to the other party, such as for example shipping costs). 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 and excluding the amount of services performed by third parties) stipulated for one year by HCM B.V. .

15.2 HCM's liability for indirect damages, including consequential damages, lost profits, lost savings, diminished goodwill, damages due to business interruption, damages due to claims by the other party's customers, mutilation or loss of data, damages related to the use of goods, materials or software of third parties prescribed by the other party to HCM, damages related to the engagement of suppliers prescribed by the other party to HCM and all other forms of damages other than those referred to in paragraph 1 for any reason whatsoever, is excluded.

15.3 The limitations mentioned in the preceding paragraphs of this article shall lapse if and to the extent that the damage is imputable to HCM or its executives.

15.4 For the performance of HCM's work pursuant to the agreement to which these terms and conditions apply, the other party is responsible for correct compliance with all applicable laws and regulations, both national and international (such as the protection of personal data or payment of VAT, for example). HCM does not accept any liability for any direct or indirect damage resulting from the non-compliance by the other party.

15.5 The liability of HCM on account of an attributable failure to perform an agreement shall in all cases only arise if the other party gives HCM immediate and proper notice of default in writing, whereby a reasonable period is given to remedy the failure, and HCM continues to fail attributably in the performance of its obligations even after that period. The notice of default must contain as complete and detailed a description of the failure as possible, so that HCM is able to respond appropriately.

15.6 The condition for the occurrence of any right to compensation is always that the other party reports the damage to HCM in writing as soon as possible after it occurs. Any claim for damages against HCM shall lapse by the mere expiry of 12 months after the claim arose.

15.7 The other party indemnifies HCM against third-party claims for damages related to or arising from the order performed by HCM and is obliged to reimburse HCM for the reasonable costs of defending such claims.

15.8 The provisions of this article also apply for the benefit of all (legal) persons which HCM engages to perform the agreement.

Article16: License

By posting/publishing information and other material (including the Other Party's name and logo) on the Website (or otherwise providing it to HCM), the Other Party automatically grants HCM an irrevocable license. This license includes (but is not limited to) posting the Other Party's name and logo on the HCM website.

Article 17: Execution of agreement

17.1 HCM is entitled to engage third parties for the performance of the Agreement.

17.2 The other party bears the risk of misunderstandings in respect of the content and performance of the agreement if they are caused by specifications or other communications that are not received by HCM or not received correctly, on time or in full, or which are made orally or by a person designated by the other party for that purpose or transmitted by any technical means such as the telephone, computer or similar medium.

17.3 HCM shall use its best endeavours to perform the services with due care, in Occurring cases in accordance with the agreements and procedures agreed with the other party in writing. All services provided by HCM shall be performed on the basis of an obligation to perform to the best of one's abilities, unless and to the extent that HCM has expressly promised a result in the written agreement and the result in question has also been clearly defined. Any agreements regarding a service level shall always be expressly agreed in writing.

17.4 If it has been agreed that the services will be provided in phases, HCM is entitled to postpone the commencement of the services belonging to a phase until the other party has approved the results of the preceding phase in writing.

17.5 Only if expressly agreed in writing, HCM is obliged to follow timely and responsible instructions given by the other party in the performance of the service. HCM is not obliged to follow instructions that change or supplement the content or scope of the agreed service; however, if such instructions are followed, the work in question shall be compensated in accordance with Article 16.

17.6 If a service agreement is entered into with a view to performance by a particular person, HCM is always entitled to replace this person with one or more other persons with the same qualifications after consultation with the other party.

Article 18: Modification and additional work

18.1 If at the request or with the prior consent of the other party HCM has performed work or other performance that falls outside the content or scope of the services agreed upon by HCM B.V. , such work or performance shall be reimbursed by the other party in accordance with HCM's customary rates. Additional work shall also exist if a system analysis, design or specifications are extended or changed. HCM is never obliged to comply with such a request and it may require that a separate written agreement is concluded for that purpose.

18.2 The other party accepts that work or performance as referred to in the first paragraph of this article may affect the agreed or expected time of completion of the services and the mutual responsibilities of the other party and HCM. The fact that (the demand for) additional work arises during the performance of the agreement shall never be a ground for dissolution or termination of the agreement for the Other Party.

18.3 To the extent that a fixed price has been agreed for the provision of services, HCM shall, upon request, inform the other party in advance in writing of the financial consequences of such additional work or performance.

Article 19: Excluded goods

The following goods are excluded from cooperation, provided the parties have agreed otherwise in writing:

  • consignments on which there are visible notes contrary to good order or morals.
  • Narcotics, psychotropic substances and drugs.
  • live animals and parasites, except for the limitations and exceptions stated in the Postal Code.
  • weapons including knives, daggers or other types of sharp or cutting objects.
  • objects, substances or writings in the general sense, the distribution, circulation,, import and export, use or possession of which is prohibited by law.
  • perishable biological substances, etc., chemical products, radioactive substances, flammable or explosive substances, or other hazardous substances, except for the exceptions and limitations set forth in postal legislation.
  • objects that due to their shape, nature or packaging may cause danger to persons or damage or contaminate HCM's equipment, third-party goods or other shipments.
  • shipments subject to criminal law or criminal provisions sanctioning violations of special laws.
  • Banknotes, coins, bearer securities, jewelry except fantasy jewelry with a value of up to €500.00 and precious materials, if sent in a sealed envelope or other type of neutral packaging and as a consignment with declared value or registered mail, provided that the country of destination also participates in the service consignments with declared value.

Article 20: Non-acquisition of personnel

During the agreement and for a period of 6 months after termination of the agreement, the other party is not permitted to engage employees of HCM who are or have been involved in the performance of the work both directly and indirectly, to employ or to negotiate with these persons in this regard other than in consultation with HCM.

Article 21: Execution of the general conditions

21.1 The other party bears the risk of misunderstandings with regard to the content and performance of these general terms and conditions as a result of HCM's failure to receive specifications or other instructions or communications, orally or by a person designated by the other party for that purpose, or otherwise transmitted by any technical means such as a computer, telephone or similar transmission media, correctly, timely or incompletely.

21.2 HCM shall use its best endeavors to perform the services with due care, in accordance with the agreements, working methods or procedures agreed in writing with the other party. HCM shall also perform all services on the basis of an obligation to perform to the best of its ability, unless and to the extent that HCM has promised a result in writing in the offer and the result in question has also been described with sufficient definiteness.

Article 22: Applicable law and dispute resolution

22.1 The agreement between HCM and the other party to which these terms and conditions apply shall be governed exclusively by Dutch law, even if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled there, unless mandatory law provides otherwise.

22.2 Applicability of the Vienna Sales Convention 1980 is excluded.

Article 23: Location and modification of terms and conditions

23.1 These General Terms and Conditions can be viewed on HCM's website: www.handlingcompany.nl and have been filed with the Utrecht Chamber of Commerce.

23.2 The most recently filed version or, as the case may be, the version applicable at the time the legal relationship with the other party was established shall always apply.

23.3 The Dutch text of these conditions shall always be decisive for their interpretation.

23.4 These terms and conditions may be amended and modified. Any future amendments and modifications shall also apply in respect of HCM B.V. agreements concluded prior to the date of amendment and modification, unless expressly agreed otherwise in writing.