Article 1 Scope
1. These general terms and conditions of delivery apply to orders to SK-Benelux BV and to all offers and agreements to which SK-Benelux BV is a party, unless expressly agreed otherwise in writing.
2. All offers are without obligation. Any purchase or other conditions of the client do not apply, unless they have been expressly accepted in writing by SK-Benelux BV.

Article 2 Entering into an agreement
1. Agreements and further agreements, which have not been entered into in writing, are only binding for SK-Benelux BV after written confirmation from SK-Benelux BV.
2. SK-Benelux BV’s obligations never go further than has been confirmed in writing by SK-Benelux BV.

Article 3 Quotation and conclusion of the agreement
1. All written offers from SK-Benelux BV are without obligation and valid for 14 days after the date, unless the offer expressly states otherwise in writing. If the client has not accepted the offer within the aforementioned period, the offer will lapse unless an extension of the offer has been agreed in writing. After expiry of the offer, SK-Benelux BV is entitled to change the offer.
2. The offer is based on the information provided by the client, whereby SK-Benelux BV can rely on its accuracy and completeness.
3. An agreement is only concluded if the client and SK-Benelux BV have both signed the acceptance of the offer in writing, hereinafter referred to as: “the order confirmation”.

Article 4 Cooperation by the client
1. The Client will always provide SK-Benelux BV in a timely manner with all data or information that is useful and necessary for the proper execution of the agreement and will provide full cooperation.
2. The Client guarantees the correctness, completeness and reliability of the information provided to SK-Benelux BV, even if it originates from third parties.
3. If the execution of the agreement is delayed because the client does not fulfill its obligation as referred to in Articles 4.1 or the information provided by the Client does not comply with the provisions of Article 4.2, the resulting additional costs will be borne by the Client and SK -Benelux BV is authorized to charge additional work that has become necessary as a result.

Article 5 Execution
1. SK-Benelux BV undertakes a best efforts obligation in the execution of the agreement and will execute this agreement to the best of its knowledge and ability in accordance with the requirements of good workmanship.
2. SK-Benelux BV will take the client’s reasonable wishes into account as much as possible when executing the agreement, provided that, in the opinion of SK-Benelux BV, this is conducive to a proper execution of the agreement.
3. If and insofar as required for proper execution of the agreement, SK-Benelux BV has the right to have certain activities performed by third parties.

Article 6 Changes and additional work
1. The parties may agree in the interim that the approach and scope of the agreement and/or the resulting activities will be expanded or changed. Additional work will in principle only be performed by SK-Benelux BV if a written further agreement has been signed by the parties.
2. This extra work will be reimbursed by the client according to the usual rates of SK-Benelux BV.
3. The Client accepts that changes to the work as referred to in Article 6.1 may affect the agreed or expected time of completion of the agreement.
4. If, in the opinion of SK-Benelux BV, a change in the implementation of
the agreement is necessary to fulfill the obligations towards the client, SK-Benelux BV is authorized to make that change in reasonableness and fairness.

Article 7 Fee
1. When the agreement is concluded, the parties can agree on a rate per hour or a fixed fee.
Article 8 Price and payment
1. Payment by the client must be made within 14 days of the invoice date, without discount or settlement by transfer to a bank account to be designated by SK-Benelux BV.
2. The client must pay 50% of the agreed fee in advance, unless the parties have agreed otherwise in writing.
3. If the client does not pay the amounts due within the agreed term, he will be in default without notice of default being required. SK-Benelux BV is authorized to hand over the claim, in which case the client will also be obliged to pay compensation in addition to the total amount owed at that time. extrajudicial
collection costs, the amount of which is determined at 15% of the total amount due, and of any legal costs.
4. If the client objects to an invoice from SK-Benelux BV, the client will notify this within 14 days of the date of the invoice. The Client has up to 14 days after the invoice date to substantiate this objection in writing. If the client has not complied with the above, the client is deemed to have accepted the invoice.
5. All prices are exclusive of VAT and other government levies.

Article 9 Time limits
Exceeding an agreed delivery term does not entitle the client to cancel the agreement, or to refuse the purchase of or payment for services, unless he has set a reasonable term for the delivery in writing and SK- Benelux BV will not have fulfilled its obligations within this period either.

Article 10 Force majeure
In the event of force majeure, the delivery and other obligations of SK-Benelux BV will be suspended. In that case, SK-Benelux BV is obliged to deliver as soon as this is reasonably possible. Force majeure is equated with unforeseen circumstances with regard to persons and/or material that SK-Benelux BV uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement is therefore impossible, or to such an extent. it becomes difficult and/or disproportionately expensive that prompt compliance with the agreement cannot reasonably be expected from SK-Benelux BV.
The following qualify as such circumstances, among others: government measures, business, traffic and/or transport disruptions, disruptions in the delivery of a finished product, raw materials and/or auxiliary materials, illness of deployed personnel, strikes, lockouts, impediments by third parties, by both parties unforeseen technical complications etc. If SK-Benelux BV has already partially fulfilled its obligations at the commencement of the force majeure, SK-Benelux BV is entitled to invoice the already delivered separately and the client is obliged to pay this invoice as if it concerned a separate transaction.

Article 11 Liability
1. Except insofar as this is impossible under Dutch law, any liability of SK-Benelux BV is limited to the amount paid out by its liability insurance in the relevant case. If for whatever reason no payment should be made by that insurance, any liability is limited to compensation for direct damage up to a maximum of the amount of the contract amount declared up to the time of the error.
2. The total liability of SK-Benelux BV due to attributable failure to comply with the agreement is limited to compensation for direct damage
up to a maximum of the amount of the order sum declared up to the time of the error.
3. For assignments with a duration longer than 1 year, the compensation is limited to a maximum of 1 times the annual fee.
4. The liability of SK-Benelux BV due to an attributable shortcoming in the fulfillment of the agreement only arises if the client gives SK-Benelux BV immediate and proper notice of default in writing, setting a reasonable term to remedy the shortcoming, and SK-Benelux BV continues to fail imputably in the fulfillment of the obligations even after that period.
5. SK-Benelux BV is not liable for damage caused by the client’s failure to provide correct information in a timely manner, which SK-Benelux BV, in its opinion, needs for the correct execution of the agreement.
6. Apart from the liability referred to in Article 11 paragraph 1, SK-Benelux BV has no liability whatsoever for compensation towards the client and/or third parties, regardless of the ground on which an action would be based.
7. A claim lapses in any case if SK-Benelux BV has not been notified in writing of the claim within one year after the discovery of an event or circumstance that gives or may give rise to liability.

Article 12 Cancellation
SK-Benelux BV reserves the right to cancel agreements in whole or in part in the event of a change in law, regulations, case law or (semi-) government policy that compliance can no longer reasonably be expected from SK-Benelux BV. In such cases, SK-Benelux BV must notify the client of the cancellation in writing. In such cases, the latter is not entitled to claim compensation.

Article 13 Termination
Premature termination of an agreement is only possible if the parties have expressly agreed so in writing or upon payment of the amount owed until the original end of the agreement, unless the parties have agreed on a different payment in writing.

Article 14 Applicable law
Dutch law applies to all agreements.

Article 15 Disputes
1. All disputes between SK-Benelux BV and the client that may arise as a result of this Agreement or of agreements and deeds resulting therefrom, will in the first instance be settled by means of legal proceedings before the competent court in Zeeland-West. Brabant.
2. All judicial and extrajudicial costs reasonably incurred, which are the result of non-compliance by the client with obligations arising from the agreement, are for the account of the client.

Article 16 Final provision
1. SK-Benelux BV is authorized to change these general terms and conditions. The most recently registered version of the general terms and conditions is always applicable.
2. In the event that one or more provisions of these general terms and conditions prove to be void or destroyed, the remainder of these general terms and conditions will remain in force. The invalid or annulled provision(s) will then be replaced by a legally valid provision that comes as closely as possible to the invalid or annulled provision(s) in terms of content, purport and effect.
3. Client is not entitled to transfer its rights and obligations under the agreement without the prior written consent of SK-Benelux BV.