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Terms and conditions

OF SALE, DELIVERY (A) AND WEBSITE USAGE (B) FOR A. SMIT & ZOON B.V.

(A) General terms and conditions of Sale and Delivery Handelmaatschappij A. Smit & Zoon B.V., September 2021

These general terms and conditions apply to each agreement (hereinafter: Agreement) for the supply of products and/or provision of services by each natural or legal person and firm or corporation of the Smit & Zoon group (hereinafter: Smit & Zoon) and to each representation made by Smit & Zoon aimed at entering into an Agreement. In these general terms and conditions a Customer is understood to mean each natural or legal person and firm or corporation who has entered into an Agreement and each natural or legal person and firm or corporation to whom a representation aimed at entering into an Agreement is addressed.

General provisions
1. Article 1 – Agreement
1.1. Each offer by Smit & Zoon is without any obligation. Each offer by Smit & Zoon is valid for a period of 30 (thirty) calendar days, unless the offer itself refers to a different period of validity or the period of validity is renewed by Smit & Zoon in writing before it lapses.

1.2. If Smit & Zoon has made an offer, an Agreement is (exclusively) effected by the Customer’s acceptance of Smit & Zoon’s offer or by the Customer’s cooperation in the implementation by Smit & Zoon of the offer in accordance with the offer. Only the offer by Smit & Zoon is deemed to reflect the content of the Agreement correctly.

1.3. If Smit & Zoon has not made an offer, an Agreement is (exclusively) effected by Smit & Zoon’s acceptance, in writing, of a request made by the Customer or by Smit & Zoon’s effecting the request. Only Smit & Zoon’s written acceptance of the request or Smit & Zoon’s invoice for the implementation of the request is deemed to reflect the content of the Agreement correctly.

1.4. Any mistakes or omissions in an offer and/or the Agreement do not form part of that offer or that Agreement respectively. (General) information that is not exclusively addressed to the Customer, including samples, never forms part of the offer and/or the Agreement.

1.5. If and in so far as the Agreement concerns the delivery of products, each quantity up to one (1) per cent more or less is deemed to be the quantity agreed on.

1.6. If the Agreement concerns the delivery of products and/or the provision of services by third parties, the Customer is obliged to inform Smit & Zoon about this, in writing and prior to the Agreement’s taking effect, and to include all relevant and/or possibly relevant information.

1.7. Any amendment of and/or addition to the Agreement is only valid after that amendment or addition respectively has been confirmed by Smit & Zoon in writing.

1.8. Smit & Zoon is (unilaterally) entitled to terminate the Agreement wholly or in part, with immediate effect, to suspend the performance of the Agreement, wholly or in part, with immediate effect, and to have any damages compensated if one or more of the following events should occur:

1.8.1. failure by the Customer to perform one or more obligations arising from the Agreement,
1.8.2. submission of a request to the effect that suspension of payment should be granted to the Customer,
1.8.3. submission of a request to the effect that the Customer should be liquidated,
1.8.4. the Customer’s legal incapacity,
1.8.5. the Customer’s not having any power of disposition,
1.8.6. provisional attachment or executory attachment levied under Smit & Zoon against the Customer,
1.8.7. a decision made to the effect that the Customer should be dissolved and/or liquidated,
1.8.8. transfer of one or more shares or depository receipts for shares in the Customer to others than the shareholder(s) at the time the Agreement was entered into, and/or
1.8.9. merger or division of the Customer.

1.9. The Customer is obliged to inform Smit & Zoon immediately if one of the events referred to in article 1.8 should occur.

1.10. The Customer is not entitled to terminate the Agreement for breach (ontbinden), wholly or in part, if the Customer is in default.

1.11. Termination (beëindiging), termination for breach (ontbinding) and termination of the Agreement by giving notice of termination (opzegging) can only be effected in writing in order to be valid.

1.12. Termination (beëindiging), termination for breach (ontbinding) and termination of the Agreement by giving notice of termination (opzegging) and suspension of the performance of the Agreement never oblige Smit & Zoon to pay any compensation of damages or any other compensation.

1.13.In the event of termination (beëindiging), termination for breach (ontbinding) and termination of the Agreement by giving notice of termination (opzegging), none of the Customer’s payment obligations that are related to any of the deliverables that the Customer has received before the termination are subject to an obligation to undo these (ongedaanmakingsverplichting). These payment obligations are immediately due at the moment of termination, termination for breach and termination of the Agreement by giving notice of termination respectively.

1.14. An Agreement and successive Agreements never oblige Smit & Zoon to enter into a new Agreement or new Agreements.

2. Article 2 – Payment

2.1. The prices and fees published by Smit & Zoon are exclusive of turnover tax, of other levies imposed by authorities and other sums due to third parties and exclusive of costs incurred by safekeeping, storage, transportation, shipping and insurance.

2.2. Smit & Zoon is entitled to change prices and fees, with immediate effect and with due observance of the developments of the prices for products in the chemical sector (standard industrial classification (SIC-code) 20) which Statistics Netherlands (Centraal Bureau voor de Statistiek (CBS)) has taken a final decision on and with due observance of any changes in prices and fees that are payable by Smit & Zoon to third parties for the execution of the Agreement. Changes in the prices and fees agreed on do not affect the Agreement in any other way.

2.3. The Customer is obliged to pay the sums due to Smit & Zoon within 30 (thirty) calendar days following invoicing, in the currency to be determined by Smit & Zoon and, in all other respects, in the way to be determined by Smit & Zoon. Smit & Zoon is entitled to invoice in the interim and at regular intervals.

2.4. If and in so far as the Customer fails to pay any sums due in time and, moreover, fails to pay in time following a reminder, the Customer is obliged to pay to Smit & Zoon the statutory interest on those sums at the end of the (first) payment term and the Customer is obliged to reimburse Smit & Zoon for all the expenses actually incurred by Smit & Zoon as a result of any action Smit & Zoon has had to take, in and out of court, to have those sums paid, including non-liquidated costs of the proceedings and court fees.

2.5. The Customer is not entitled to suspend payment obligations and/or set these off against any of Smit & Zoon’s obligations.

2.6. The Customer is obliged, upon Smit & Zoon’s first request, to pay an advance to the amount of the expected payments due to Smit & Zoon. If the advance is not paid to Smit & Zoon upon Smit & Zoon’s first request, Smit & Zoon is entitled to suspend the performance of the obligations arising from the Agreement.

3. Article 3 – Retention of title and rights

3.1. Each transfer of products and granting of rights by Smit & Zoon is effected under the suspensive condition that the sums due for the products and the rights respectively and for the Customer’s incorrect execution of the Agreement should be paid by the Customer to Smit & Zoon, including the sums due pursuant to article 2.4. Until payment has been made in full, the Customer is not entitled to the products and rights respectively that have been delivered or granted respectively under the suspensive condition referred to in this article 3.1 and the Customer is obliged to inform interested parties, including intended successors in title, that the Customer has no power of disposition.

4. Article 4 – Intellectual property

4.1. Except for any possibly different agreement, all intellectual property rights and any claims to these rights with respect to any algorithm, analysis, application, chemical substance, documentation, form, data collection, layout, method, model, report, composition, software, substance, technology, text, drawing, procedure and other (intellectual) product of the mind (hereinafter: Product) that has been brought about, provided and/or made accessible under the Agreement, exclusively accrue to Smit & Zoon and/or its licensor(s). The Customer is not allowed to make these Products public, to multiply and/or modify these, to act as creator and/or title-holder thereof (in any other way), nor is the Customer allowed to remove or change any details in and/or on Products related to intellectual property rights.

4.2. Except for any possibly different agreement, Products and the information incorporated therein are exclusively deemed to contain confidential information of Smit & Zoon and/or its  icensor(s), in respect of which article 7.1 first sentence is applicable; the Customer is not allowed to remove or change any details in and/or on Creations related to the confidential nature of information.

4.3. Smit & Zoon is entitled to take technical measures to protect and/or secure Products. The Customer is not allowed to remove or avoid technical measures intended to protect and/or secure Creations.

4.4. If and in so far as Smit & Zoon makes Products available for use and/or makes these accessible under the Agreement, the Customer is (exclusively) entitled to the non-exclusive use of these Products for its own use for the term of the Agreement and with due observance of the Agreement and the Customer is not entitled to make the Products public nor to multiply and/or modify them. The right to use cannot be transferred and lapses with immediate effect by the use of the Products in violation of Smit & Zoon’s rights and/or any of the rights of its licensor(s), the Agreement and/or applicable laws respectively. The Customer does not acquire any intellectual property rights under the Agreement.

4.5. If and in so far as Smit & Zoon makes Products of which the intellectual property rights belong to a third party available for use and/or makes these accessible under the Agreement, the terms and conditions applied by that third party in respect of these Products are applicable instead of provisions in these general terms and conditions that may depart from that third party’s terms and conditions. The Customer accepts the terms and conditions of third parties as referred to in this article 4.5, of which terms and conditions the Customer can take due note after having requested  Smit & Zoon to make these available to the Customer.

4.6. Notwithstanding article 5, Smit & Zoon indemnifies the Customer against claims arising from infringement of intellectual property rights of third parties in relation to the use of Products by the Customer in accordance with the Agreement, if the Customer informs Smit & Zoon, without delay and in writing, about the existence and the content of the claim, leaves handling the claim entirely to Smit & Zoon and complies with Smit & Zoon’s instructions in the matter, and infringement of the intellectual property rights by the Customer’s use of Products in accordance with the Agreement is irrevocably established in court or is irrevocably acknowledged by Smit & Zoon. This obligation to indemnify:

4.6.1. (exclusively) includes the obligation of Smit & Zoon to take back the relevant Products from the Customer against the return of the sum paid by the Customer for the Products, less a reasonable user’s fee, or enable the Customer to continue to use the relevant Products or functionally equivalent products, without affecting the validity of the remainder of the Agreement and.
4.6.2. lapses if Products are modified by another party than Smit & Zoon. Smit & Zoon is neither liable towards the Customer in any other and/or further sense nor obliged to indemnify the  Customer.

4.7. The Customer is obliged to indemnify Smit & Zoon against any claims by and obligations vis-à-vis third parties on the basis of intellectual property rights in relation to the use of products made available by the Customer and/or used as instructed by the Customer, to perform all Smit & Zoon’s obligations as its own obligations and to compensate Smit & Zoon for all damages resulting from these claims.

5. Article 5 – Liability

5.1. Smit & Zoon can exclusively be liable for non-performance of the Agreement (and consequences thereof) if this can be fully imputed to Smit & Zoon. The following events can never be fully imputed to Smit & Zoon:

5.1.1. an action performed further to the Customer’s instructions and/or decisions,
5.1.2. the use of incorrect and/or incomplete information, including data, originating from the Customer and/or third parties,
5.1.3. the use and/or processing of data, including personal data, which have been made available and/or processed by acts or omission of (the controller(s) and/or the processor(s) on the part of) the Customer and/or third parties in violation of the applicable laws, such as, amongst others, the General Data Protection Regulation, and/or in violation of rights of third parties,
5.1.4. the use of (unsuitable) auxiliary material, communication facilities, data storage facilities, network facilities and/or software of the Customer and/or third parties,
5.1.5. the dispatch of information and/or statements via electronic way,
5.1.6. failures to meet obligations under the Agreement by auxiliary persons who are not subordinate to Smit & Zoon and/or other contractors of Smit & Zoon, and/or
5.1.7. acts and/or omissions of the Customer and/or third parties.

5.2. Liability of Smit & Zoon can exclusively arise after the Customer has served proper notice of default, immediately following the delivery of the product and/or the provision of the service, or in the event a failure to meet obligations under the Agreement cannot be observed upon delivery of the product or the provision of the service, immediately after the failure has been discovered, and the Customer has granted Smit & Zoon a reasonable period of time to perform as yet.

5.3. Each obligation of Smit & Zoon to compensate the damages is limited to direct pecuniary loss amounting to:

5.3.1. the amount of the sum which is paid out under Smit & Zoon’s liability insurance in relation to the relevant obligation to compensate damages, plus the amount of the excess under that  insurance, or
5.3.2. either the amount of twice the sum due and paid by the Customer to Smit & Zoon under the Agreement if Smit & Zoon’s liability insurance does not pay out in relation to the relevant obligation to compensate damages or, in the event of a continuing performance contract (duurovereenkomst), the sum due and paid by the Customer to Smit & Zoon under the Agreement in the past year (exclusive of turnover tax and other levies imposed by authorities), in any case to a maximum amounting to EUR 40,000 (forty thousand euros).

5.4. Consequential damage, losses of third parties, missing out on financial benefits, fines, administrative fines and negative consequences resulting from the use of products delivered and/or services provided are never deemed pecuniary losses within the meaning of article 5.3.

5.5. If and in so far as the Agreement is executed by (employees and/or other auxiliary persons of) Smit & Zoon or its in a space made available by the Customer and/or with material made available by the Customer, the obligation and liability referred to in article 7:658 of the Dutch Civil Code is vested in the Customer vis-à-vis Smit & Zoon and its employees and/or other auxiliary persons.

5.6. The Customer undertakes and warrants that it will not act in violation of applicable laws, such as, amongst others, the General Data Protection Regulation, and/or in violation of rights of third parties, with respect to:

5.6.1. the use and/or processing, within the framework of the Agreement, of data that are made available to Smit & Zoon by and/or on behalf of the Customer and/or made accessible for Smit & Zoon, the processing of these data and the results of the processing of these data, and
5.6.2. the use and/or application of products, services and/or products provided by the Customer and/or the use of these as instructed by the Customer, to which products, services and/or products the right do not accrue to Smit & Zoon and/or Smit & Zoon’s licensors.

5.7. Smit & Zoon’s liability for failures to meet obligations under the Agreement of auxiliary persons and/or defects in products and/or services obtained from third parties is limited in accordance with articles 5.1 up to and including 5.6 and the liability of the relevant third party vis-à-vis Smit & Zoon.

5.8. Any third party who Smit & Zoon involved in the Agreement or the execution of the Agreement is entitled to rely on articles 5.1 up to and including 5.7.

6. Article 6 – Force Majeure

6.1. In the event Smit & Zoon should temporarily be unable to execute the Agreement as a result of circumstances beyond Smit & Zoon’s control, Smit & Zoon is entitled to suspend the execution of the Agreement, wholly or in part, for the time these circumstances continue to exist. In the event Smit & Zoon should permanently be unable to execute the Agreement, Smit & Zoon is entitled to terminate (beëindigen) the Agreement, wholly or in part, with immediate effect.

6.2. The Customer is not entitled to execute the Agreement or terminate it for breach (ontbinden) in the event Smit & Zoon is unable to execute, temporarily or permanently, the Agreement due to circumstances beyond the Customer’s control.

6.3. Circumstances beyond Smit & Zoon’s control are understood to mean, among other things, shortcomings of suppliers, auxiliary persons and/or (other) contractors of Smit & Zoon, production failures, delays in transportation and/or shipment or dispatch, communication and/or data storage failures, network failures, work interruptions, government measures, exceptional weather circumstances and excessive sickness absence of employees and/or other auxiliary persons.

7. Article 7 – Confidential information and noncompetition

7.1. The Customer ensures that third parties, by any act and/or omission of those third parties and/or their employees and/or other auxiliary persons, do not take cognisance and cannot take cognisance of any information of a confidential nature that is provided by Smit & Zoon, that is obtained from Smit & Zoon and that arises from the execution of the Agreement. Information is in any case deemed confidential if that information is designated as such by Smit & Zoon and/or is related to persons and/or to Smit & Zoon’s enterprise.

7.2. For the duration of the Agreement and for one (1) year following the end of the Agreement, the Customer is not allowed – neither directly, nor indirectly – to contract services that are comparable to Smit & Zoon’s services to and/or from employees and/or other auxiliary persons of Smit & Zoon involved in the execution of the Agreement.

8. Article 8 – Miscellaneous

8.1. The Agreement includes these general terms and conditions.

8.2. Within the framework of (the formation of) the Agreement, the Customer is not deemed to act for any purposes outside the scope of business or professional activities.

8.3. The Customer keeps Smit & Zoon informed of the Customer’s correct name and address details and informs Smit & Zoon, promptly and in writing, of any changes in the Customer’s name and address details.

8.4. The Agreement is understood to include every specific agreement and every agreement that follows from it for the supply of products and/or provision of services by Smit & Zoon.

8.5. Rights and obligations arising for the Customer from the Agreement can never be transferred.Third parties cannot derive rights from the Agreement.

8.6. By breaching one or more of its obligations under the Agreement, the Customer is immediately in default, as from the moment of the breach.

8.7. Claims of the Customer can never be transferred and a claim expires 12 (twelve) months after (the inception of) its cause, notwithstanding article 6:89 of the Dutch Civil Code.

8.8. The laws of the Netherlands exclusively apply to the Agreement. Any provision that departs from these general terms and conditions is only applicable if laid down or accepted by Smit & Zoon in writing. The Customer’s general terms and conditions are not applicable.

8.9. The District Court of Amsterdam, the Netherlands, is the competent court in the subject matter and this Court has exclusive jurisdiction, in first instance, in any dispute arising from the Agreement. In case the Customer and/or Smit & Zoon is not established in the Netherlands, the Chamber for International Commercial Matters of the District Court in Amsterdam, the Netherlands, (“Netherlands Commercial Court”) has exclusive jurisdiction, in first instance, and the Chamber for International Commercial Matters of the Court of Appeal in Amsterdam, the Netherlands, (“Netherlands Commercial Court of Appeal”) has exclusive jurisdiction in appeal.

8.10.If and in so far as the versions of these general terms and conditions applied by Smit & Zoon are not in the Dutch language and differ from the versions of the general terms and conditions applied in the Dutch language by Smit & Zoon, the Dutch language version exclusively applies.

8.11.Nullity or annulment of one or more provisions of these general terms and conditions does not bar the applicability of the other provisions of these general terms and conditions.

8.12. Any reference to a concept or word laid down in these general terms and conditions in the singular includes a reference to the plural form of this concept or word and vice versa.

8.13. Provisions that depart from the provisions in these general terms exclusively take effect if laid down or accepted by Smit & Zoon in writing.

9. Supply of products and provision of services The provisions laid down in the chapter “Supply of products and provision of services” apply in addition to and prevail over the provisions in the chapter “General provisions” if and in so far as theAgreement entails the supply of products and provision of services by Smit & Zoon.

Article 9 – General

9.1. The Customer is obliged to provide Smit & Zoon with all the information, in the format to be determined by Smit & Zoon, which Smit & Zoon requests from the Customer for the execution of the Agreement and/or which is or can be of importance for the execution of the Agreement, including such specifications, rules and regulations and standards to be observed that specifically apply for the Customer and/or the subject matter of the Agreement.

9.2. The Customer is obliged to complete the actions required for the execution of the Agreement and/or as instructed before the Agreement is executed by Smit & Zoon.

9.3. The time frames Smit & Zoon inform the Customer about are determined to Smit & Zoon’s best knowledge on the basis of information that was known when the Agreement was formed and the time frames will be observed as much as possible, but do not form an essential part of the Agreement. Smit & Zoon’s exceeding these time frames never constitutes an imputable failure of Smit & Zoon to meet its obligations. Time frames do not apply if they cannot be observed due to circumstances beyond Smit & Zoon’s control that occur after the Agreement was formed.

9.4. If no other time frame nor any other location have been agreed on respectively, delivery of products and provision of services by Smit & Zoon take place, following payment to Smit & Zoon of the sums due to Smit & Zoon, at the location of Smit & Zoon’s enterprise (Incoterm EXW). If and in so far Smit & Zoon sees to or takes care of safeguarding, storage, transportation, shipment or dispatch and/or insurance, this is carried out by Smit & Zoon as auxiliary person and under the Customer’s responsibility.

9.5. The Customer is obliged to accept products and services at the time agreed on and to comply with Smit & Zoon’s regulations, manuals and instructions. If no time has been agreed on, the Customer is obliged to accept products and services upon Smit & Zoon’s first request.

9.6. Smit & Zoon is entitled to execute the Agreement in parts and/or phases and to postpone further execution until the Customer has met its obligations in relation to the executed parts or phases respectively.

9.7. If, in the framework of the Agreement, products and/or services are delivered and/or made available or provided respectively that have been obtained from third parties, the terms and conditions of the relevant third party apply with respect to these products and services and prevail over the Agreement. Smit & Zoon’s acceptance of the terms and conditions of the relevant third party also takes place on behalf of the Customer.

10. Article 10 – Delivery and taking possession of the products sold

10.1. Without prejudice to article 3.1, products sold by Smit & Zoon are at the Customer’s risk as from the moment possession of these products is granted to the Customer or an auxiliary person of the Customer respectively at the moment the Customer fails to meet its obligation to accept the products.

10.2. The Customer is obliged to check the condition of the products upon delivery by Smit & Zoon and to inform Smit & Zoon, promptly and in writing, of any suspected faultiness of the products delivered. Products that are not conformant with the Agreement, which nonconformance results from the nature of the relevant product, and products that the Customer or an auxiliary person of the Customer has kept in its possession, without any objection, for seven (7) calendar days following delivery or has previously taken into use, has adapted, modified, repackaged, mixed, processed and/or delivered, either wholly or in part, to third parties are deemed to conform to the Agreement.

10.3. Without its prior consent in writing, Smit & Zoon is not obliged to accept products returned by the Customer to Smit & Zoon. Acceptance of products returned by the Customer does not imply that Smit & Zoon should acknowledge the reason why the products are returned. The payment agreed on is due by the Customer until Smit & Zoon has credited the Customer’s account for these products. In the event Smit & Zoon does not accept the products that are returned, the Customer is obliged to reimburse the costs incurred by Smit & Zoon with respect to these returned products.

10.4.If and in so far as the Agreement involves delivery of products by Smit & Zoon, this does not include an obligation of Smit & Zoon to provide services with respect to these products.

11. Article 11 – Provision and acceptance of services

11.1.In so far as the Agreement concerns the provision of services by Smit & Zoon, it is an agreement within the meaning of article 7:400 of the Dutch Civil Code. Articles 7:401 up to and including 7:412 of the Dutch Civil Code are applicable in so far as these general terms and conditions do not depart from those articles.

11.2.If and in so far as no duration has been agreed on for the Agreement and the Agreement is not discharged by performance, the Agreement is effective for a period of one (1) year and is subsequently automatically renewed for periods of one (1) year, unless the Agreement is terminated by Smit & Zoon or by the Customer by giving notice of termination (opzegging), with due observance of a period of two (2) months, taking effect at the end of a year – the Agreement cannot be terminated by Smit & Zoon or by the Customer before the end of its term by giving notice of termination (opzegging). Smit & Zoon and the Customer are entitled to terminate the Agreement before the end of the term by giving notice of termination, with immediate effect, for compelling reasons.

11.3. Smit & Zoon is obliged to execute the Agreement to the best of its abilities and with due care, on the basis of arrangements and procedures if and in so far as these have been accepted by Smit & Zoon in writing. The Customer is obliged to render assistance in the execution of the Agreement by Smit & Zoon.

11.4. Smit & Zoon is entitled to have third parties perform services under its responsibility. In that context, acceptance of limitations of liability (and obligations arising from liability) of those third parties by Smit & Zoon also takes place on the Customer’s behalf.

11.5. When executing the Agreement, Smit & Zoon is exclusively obliged to follow any of the Customer’s instructions if Smit & Zoon has accepted that obligation, in writing, upon the formation of the Agreement and these instructions by the Customer are justified and provided in good time.

11.6.If and in so far as the Agreement concerns the provision of services by Smit & Zoon outside its own enterprise, the Customer is obliged to grant any access required and to provide facilities, such as power, communication facilities and networks.

11.7. If and in so far as products, including software, are made available for the services provided by Smit & Zoon under the Agreement, but not made available on the basis of sale respectively purchase, the Agreement is a loan for use agreement (bruikleenovereenkomst) within the meaning of article 7A:1777 of the Dutch Civil Code. Articles 7A:1780, 7A:1789 and 7A:1790 of the Dutch Civil Code are not applicable. The Customer is not entitled to change, sell, rent out, to make these products available for use by third parties, to have them maintained by third parties and/or to use them outside the framework of the Agreement. The Customer is obliged to use the products and replacement products in conformity with Smit & Zoon’s instructions, to have these (exclusively) maintained by Smit & Zoon and to keep these accessible for Smit & Zoon and to hand these over to Smit & Zoon at the end of the services for which these products and replacement products have been made available. The Customer is obliged to put (elements of) the replacement products offered by Smit & Zoon into use in conformity with Smit & Zoon’s instructions.

11.8. Smit & Zoon is never obliged to provide services outside the framework of the Agreement. An extra payment is due to Smit & Zoon by the Customer for services outside the scope of the Agreement on the basis of fees to be determined by Smit & Zoon.

Weesp, the Netherlands, 23 September 2021

(B) Terms and Conditions for use of Smit zoon’s website – www.smitzoon.com

In using this website you are deemed to have read and agreed to the following terms and conditions:

The following terminology applies to these Terms and Conditions, Privacy Policy and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Privacy Policy

The Company’s Privacy Policy as published on the Company’s website is an integral part of these terms and conditions.

Disclaimer

Exclusions and Limitations

The information on this web site is provided on an “as is” basis. To the fullest extent permitted by law, this Company:
– excludes all representations and warranties relating to this website and its contents or which is or may be provided by any affiliates or any other third party, including in relation to any inaccuracies or omissions in this website and/or the Company’s literature; and
– excludes all liability for damages arising out of or in connection with your use of this website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or you have advised this Company of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential and incidental damages. The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer are affected.

Availability

You are solely responsible for evaluating the fitness for a particular purpose of any downloads and text available through this site. Redistribution or republication of any part of this site or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of the Company. The Company does not warrant that the service from this site will be uninterrupted, timely or error free, although it is provided to the best ability. By using this service you thereby indemnify this Company, its employees, agents and affiliates against any loss or damage, in whatever manner, howsoever caused.

Links to this website

You may not create a link to any page of this website without our prior written consent. If you do create a link to a page of this website you do so at your own risk and the exclusions and limitations set out above will apply to your use of this website by linking to it.

Links from this website

We do not monitor or review the content of other party’s websites which are linked to from this website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

Communication

We have several different e-mail addresses for different purposes and/or services. These, and other contact information, can be found on various links on our website or via Company literature or via the Company’s stated telephone, facsimile or mobile telephone numbers.

General

The laws of the Netherlands govern these terms and conditions. By accessing this website you consent to these terms and conditions and to the exclusive jurisdiction of the Dutch courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorised representatives of the Company.

Notification of Changes

The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms. If there are any changes to our privacy policy, we will announce that these changes have been made on our home page and on other key pages on our site. If there are any changes in how we use our site customers’ Personally Identifiable Information, notification by e-mail or postal mail will be made to those affected by this change. Any changes to our privacy policy will be posted on our web site 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis

Your accessing of this website indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.

Handelmaatschappij A. Smit & Zoon B.V.
Weesp, The Netherlands
August 2013

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