1. Terms used in these General Terms and Conditions are defined as follows:
   • T3L: the private limited liability company [besloten vennootschap] T3L Benelux B.V., incorporated under Dutch law, registered in the Dutch Trade Register under number 98215027, or a company affiliated with it;
   • Goods: among other things the products, materials, spare parts, design, tools, equipment, software, licences and all related documentation offered and supplied by T3L;
   • Services: the services and all products, services and results relating thereto or resulting therefrom to be provided by T3L;
   • Client(s): any natural or legal person that issues an Engagement to T3L or to which T3L issues an offer, with which T3L negotiates or concludes an Agreement.
   • Engagement: the delivery of Goods and/or Services and/or the performance of works ordered by the Client.
   • Agreement: the present General Terms and Conditions of Sale, together with the relevant quotations or Engagement confirmations provided by T3L or agreements concluded, in which the Terms and Conditions and provisions for the delivery of Goods and/or Services by T3L to the Client are included.
2. These General Terms and Conditions apply to all (legal) acts, such as offers, quotations, engagement confirmations, sales, deliveries of Goods, performance of Services by T3L, as well as to all Agreements to which T3L is a party and the ensuing agreements.
3. Unless otherwise agreed in writing, a Client with which an Agreement has been concluded to which these General Terms and Conditions apply, will agree to application of the General Terms and Conditions to all further agreements.
4. These General Terms and Conditions will apply to the exclusion of any general terms and conditions of purchase used by the Deviating conditions or provisions are applicable only if and in so far as they have been separately and expressly agreed in writing between T3L and the Client for each separate Agreement.
5. T3L is entitled to amend these General Terms and Conditions. Such amended General Terms and Conditions will apply to the Agreement between T3L and the Client fourteen (14) days after the expiry of the day on which T3L provided or made the amended General Terms and Conditions available to the Client.

1. All offers and/or quotations and/or price statements from T3L are always without obligation, unless the offer and/or quotation expressly shows otherwise.
2. The Agreement between T3L and the Client will not have been concluded until T3L confirms the order to the Client in writing or until T3L has commenced performance of the Agreement.
3. T3L must be notified in writing of any inaccuracies in T3L’s Engagement confirmation within two (2) days of the date of confirmation of the Engagement, failing which the Engagement confirmation will be considered to constitute a full and accurate reflection of the Agreement and the Client will be bound by those terms.

4. All additions, amendments and further arrangements to/regarding the Agreement apply only if they have been agreed in writing or confirmed in writing by T3L.
5. Verbal undertakings or arrangements by or with T3L personnel will bind T3L only if it has confirmed them in writing.
6. T3L will be entitled to engage one or more third parties for performance of the Engagement at its own discretion.

1. The Client guarantees the accuracy, completeness and reliability of information and data supplied to T3L by or on the Client’s T3L will be under no obligation to investigate the correctness, completeness or reliability of the data provided to it.
2. T3L will be under no obligation to perform or continue performing the Agreement until the Client has provided all data and information that T3L has requested.
3. If the information necessary for performance of the Agreement is not provided to T3L, is not provided on time, or does not accord with the arrangements made in that respect, or if the Client otherwise fails to fulfil its obligations, T3L may also charge the Client for any costs incurred in this respect at its normal rates.
4. If and in so far as T3L sustains direct or indirect damage because the Client has provided incorrect and/or incomplete data and/or information, the Client will be obliged to fully compensate T3L for that damage.

1. All copyrights, model rights, trademark rights, patent rights, database rights, semiconductor rights, portrait rights, rights to non-original writings, domain name rights, trade secrets and other intellectual and semi-intellectual property rights (‘Intellectual Property’) in relation to the Goods and Services provided, the design, source code, preparatory materials and designations thereof, and in relation to anything T3L develops, designs, manufactures or provides, are vested in and are held exclusively by T3L or its supplier. More specifically, T3L will be the sole owner and entitled party to the copyright that may arise in the works produced by it in performance of the Agreement, even if the relevant work is stated as a separate item in the offer or on the invoice.

2. In respect of the Intellectual Property, the Client receives only a non-exclusive, non-transferable, non-pledgeable and non-sublicensable right of use, limited to what is necessary to use the Goods and the result of the Services for the agreed purpose, and only for itself. Unless otherwise agreed in writing, the Client will not be permitted to reproduce, convert or otherwise process content, materials or parts of Goods or Services.
3. The Client will not infringe any Intellectual Property.
4. In so far as necessary, and in so far as the Intellectual Property does not already accrue to T3L on the basis of the law, the Client hereby transfers (whether or not in advance) all Intellectual Property, free of charge, to T3L and hereby delivers it to T3L, or (if a transfer in advance is not legally possible) the Client will transfer and deliver all such rights to T3L, free of charge, immediately after they have arisen. The Client will provide T3L with all requested cooperation and hereby grants T3L an irrevocable and unconditional power of attorney to fulfil all formalities necessary to have the Intellectual Property registered on T3L's behalf, including but not limited to the signing of all forms, deeds and agreements, without T3L incurring any costs in connection with such.
5. In so far as Intellectual Property may be obtained by filing or registration, T3L will be exclusively authorised for that purpose.
6. In the event of an Intellectual Property dispute arising between T3L and the Client, T3L will be presumed to be the entitled party, subject to proof to the contrary by the Client.
7. Goods that are to be delivered or supplied by T3L according to its design, or a substantial part thereof, even if or in so far as they are not subject to copyright or other legal protection for T3L, may not be reproduced in the context of any production process without T3L’s written consent. 
8. T3L is not obliged to store the goods referred to in the first paragraph of this article for the Client. If T3L and the Client agree that these items will be stored by T3L, this will be done for a period of no more than one (1) year and without T3L being responsible for the suitability for repeated use.
9. By issuing an Engagement to duplicate or reproduce objects protected by Intellectual Property, the Client declares that no third-party Intellectual Property is thereby being The Client indemnifies T3L in and out of court for all costs and damage ensuing from such infringement.

1. Any changes to the original Engagement, of any nature whatsoever, made in writing or orally by or on behalf of the Client that lead to higher costs than could have been considered when the offer or price statement was made, will be charged to the Client in addition.
2. The Client must notify T3L in good time and in writing of any changes in performance of the Engagement that the Client requests after the Engagement has been T3L will not be bound by such changes until it has confirmed them in writing in accordance with Article 2.4.
3. Changes and/or additions made may result in T3L exceeding the agreed delivery period or completion of performance of the work; this is accepted by the Client.

1. Prices stated in offers and quotations are free of No separate rights can be derived from them, at least not without the entire offer and/or quotation also being taken into account.
2. Unless agreed otherwise in writing, all prices stated by T3L or agreed with T3L in euros are based on the ICC Incoterms 2020 Ex Works (EXW) and are exclusive of VAT and other levies imposed by the government.
3. The prices quoted by T3L are based on fixed prices at the time of the offer or Prices of Goods are exclusive of assembly or installation and packaging, unless agreed otherwise in writing.
4. If T3L undertakes to provide additional Services for which no price is expressly specified in the Agreement or if the Engagement concerned is for a lower volume than determined by T3L, T3L will be entitled to charge a reasonable fee for such.
5. If, during the period between the offer or quotation date and the date of conclusion of the Agreement or between the date of conclusion of the Agreement and the date of delivery, there is a change in the level of VAT, wages, levies, premiums of any kind imposed by the government, or otherwise an increase in one or more cost price factors (including but not limited to price increases by suppliers and changes in exchange rates), even if such occurs due to circumstances that could already be foreseen when the offer or quotation was issued or the date of conclusion of the Agreement, T3L will be entitled to alter the agreed price with due observance of any applicable statutory provisions if and in so far as these changes have increased its costs.
6. If, during the period between the offer or quotation date and the date of conclusion of the Agreement or between the date of conclusion of the Agreement and the date of delivery, there is an extraordinary increase in the prices of wages or materials, T3L will be entitled to alter the agreed price, even if this results from a circumstance that could already be foreseen when the offer or quotation was issued or the date of conclusion of the Agreement. There will in any case be deemed to be an extraordinary increase in prices if the price of the raw materials required for performance of the Engagement increases by more than 10% within one calendar year.

7. If the entitlement stipulated in Article 6.5 or 6.6 is exercised and T3L wishes to increase the agreed price within three (3) months after conclusion of the Agreement, the Client will be entitled to dissolve the Agreement in so far as it has not been performed, with due observance of the applicable statutory provisions and in return for payment of the costs incurred by T3L in connection with the Agreement that has been concluded, while T3L will in no case be obliged to pay any damages to the Client.
8. If the offer or quotation or Agreement pertains to Goods produced specially according to the Client’s specifications that deviate from T3L’s standard range, T3L will be entitled to invoice or deliver the agreed price and/or quantity to the Client at a maximum of 10% more or less than stated in the offer, quotation or Agreement.
9. Unless expressly agreed otherwise, no shipping and handling costs will be charged for deliveries within the Netherlands with an invoice value greater than EUR 200.00 (excluding VAT). In the case of deliveries within the Netherlands with an invoice value of less than EUR 200.00 (excluding VAT), EUR 7.50 in shipping and handling costs will be charged to the Client.

1. Any delivery periods stated by T3L will be approximate and may never be considered as strict deadlines. If the delivery period is exceeded, T3L will not be obliged to pay compensation and the Client will not be entitled to fail to fulfil or suspend any obligations ensuing from the Agreement. However, the Client may terminate the Agreement if and in so far as T3L fails to perform the Engagement within a reasonable term imposed by the Client for that purpose. In that case, T3L will owe no compensation.
2. The delivery period will be based on the working conditions that apply when the Agreement is concluded and on the timely delivery of the goods and/or services that T3L requires to perform the Agreement. If a delay occurs due to a change in the working conditions and/or due to the non-timely delivery of goods and/or services that are required by T3L, the delivery time will be adjusted as necessary.
3. The delivery period will be extended by the duration of the delay T3L that experiences because of the Client’s failure to fulfil any obligations under the Agreement or to cooperate in performing the Agreement.

4. Delivery will in principle take place in accordance with the ICC Incoterms 2020 Ex Works (EXW), unless expressly agreed otherwise in From the point of delivery, the Goods will be at the expense and risk of the Client.
5. If, at the request of the Client, T3L also carries out transport of the Goods to the Client, or has such transport carried out, T3L will basically do so at the expense and risk of the Client. The moment when the risk is transferred will remain the moment of delivery Ex Works. If T3L arranges transport, the Client will be obliged to take receipt of the Goods immediately upon their arrival at their destination.
6. If a method of delivery has been agreed whereby T3L must ensure transport of the Goods, and normal water, road, rail or air traffic is impossible or difficult due to external circumstances, T3L will be entitled, at its discretion, to deliver in a manner that deviates from the agreed method of delivery. Any additional costs in the event of such a different manner of delivery will be borne by the Client.
7. Delivery of the Goods will take place on Euro If and in so far as the Goods are delivered in countries within Europe where the exchange of Euro pallets is possible or customary, T3L will be entitled to charge a surcharge per Euro pallet for the exchange of Euro pallets.
8. If the Client does not collect the Goods or have them collected or does not take delivery of the Goods on the agreed delivery date or within the agreed delivery period, they will be stored at the expense and risk of Client for as long as T3L considers it desirable.
9. The Services will be provided by completion of the work by T3L and written acceptance/approval of the Services by the Client by the work order being signed or by the Client putting the Services, of the result of the services, into use.
10. The Client must at all times ensure that a person authorised to represent the Client is present in order to sign the work order. In the event that no person authorised to represent the Client is present to sign the work order, delivery will take place by operation of law two (2) days after completion of the work. If the Client does not complain in writing about any defects in the Services within that period, all rights in this regard will lapse.
11. T3L will decide how and by which person(s) the Services will be performed, although it will take the Client’s wishes into account as far as possible.
12. T3L may perform an Agreement in parts and require payment of the part of the Agreement that has been performed.

1. Unless expressly agreed otherwise in writing, the Client itself will be responsible for assembly and/or installation.

2. If the Client itself provides measurements and/or other information for installation and/or assembly, any inaccuracies in that information that become apparent during installation and/or assembly will be at the Client’s risk.
3. If T3L is obliged by the Agreement to install and/or assemble any Good and/or any item, the Client must, at its own expense, take all necessary measures to enable the proper installation/assembly of the Goods and/or items on site.
4. The necessary facilities as referred to in paragraph 3 of this article include, for example, the complete clearance and making accessible of the place where installation and/or assembly must take place, as well as the availability on site of any necessary facilities, such as gas, water, electricity, sanitary facilities and storage capacity for Goods and/or items that have not yet been installed, in accordance with instructions from T3L.
5. The Client warrants that all facilities it provides will comply with the requirements applicable to them at that time.
6. If the provisions referred to in this article have not been made, have not been made on time or have not been made properly, additional costs incurred by T3L, including but not limited to labour costs, may be charged to the Client.
7. If materials are provided to T3L by or on behalf of the Client that are to be processed by T3L into new items, up to 5% of such materials will be considered waste that is lost during processing, without T3L being obliged to pay or credit the processing price it has charged to the
8. If goods belonging to T3L or third parties engaged by T3L are stored at the location of the Client or at a location specified by the Client for that purpose, the Client must take due care of those goods and take or refrain from all actions that may reasonably be expected from the Client in that connection. The Client must ensure and warrant, among other things, that this location is sufficiently secured – and if necessary monitored – against wilful destruction, damage, theft, loss, etc. If the Client fails to adequately ensure this, T3L may itself put measures in place, but will never be obliged to do so. Compliance with this obligation will therefore always remain the responsibility of the Client. Should T3L itself take these measures, all resulting costs will be for the account of the Client. Any wilful destruction, damage, theft, loss, etc. will remain for the Client's risk in that case as well.
9. Furthermore, the Client must ensure that this/these location(s) cannot and/or will not be entered by third parties not involved directly in performance of the work, including children and/or
10. The Client must refrain from making changes to the assembly and/or installation work carried out by T3L or third parties, howsoever called (including emergency and support structures).
11. If as a consequence of non-compliance with the stipulations in this article any damage whatsoever occurs, directly or indirectly, the costs of all such damage will be for the account and risk of the Client, or at least will not be for the account and risk of T3L or the third parties engaged by T3L for performance of the work.

1. Any statements made by T3L regarding quantities, quality, performance and/or other characteristics relating to its Goods and Services are made with the greatest possible However, T3L cannot guarantee that no deviations will occur in respect of such statements. These statements therefore apply as approximations and are non-binding.
2. T3L will not be bound by any images, descriptions, catalogues, brochures, advertising materials, price lists, information provided on the website or offers.
3. Minor deviations in terms of colour, purity, dimensions, and quality will never constitute grounds for complaints, refusal to accept the delivery, the dissolution of the Agreement or delays in the payment of the purchase price.
4. All technical requirements imposed by the Client in respect of the Goods to be supplied that deviate from the standard requirements must be emphatically stated by the Client upon conclusion of the Agreement.
5. If a model, sample and/or example has been shown or provided by T3L, this will be presumed to have been shown or provided as an indication only: the qualities of the Goods that are to be delivered may differ from the sample, model and/or example, unless T3L has explicitly stated that delivery would be in accordance with the shown or provided sample, model and/or
6. The Client will be obliged to carefully examine the samples, models and/or examples received by it from T3L, whether or not at the Client’s request, for errors and defects and to return them promptly to T3L, corrected or approved.
7. Samples, models or examples approved by the Client will be binding for performance of the Engagement and will serve as confirmation that the work carried out prior to provision of the samples, models or examples has been performed properly and in the correct manner. Products manufactured and work performed in accordance with approved samples, models and/or examples cannot therefore give rise to complaints.
8. The Client must ensure that the Goods and Services to be ordered and/or already ordered by it comply with all governmental regulations in the country of destination and are suitable in general for the use intended by the Client. The use of the Goods and Services and conformity with government regulations will be at the Client’s risk.
9. The Client guarantees that it will use the Goods purchased from T3L only for the purpose for which T3L sold the Goods and with due observance of and in accordance with the legislation and regulations applicable to the Client and its activities. The Client will be required to provide all necessary cooperation, facilities and data for an inspection, examination or test for verification of the Client’s obligation under this article concerning the use of the Goods by the Client and compliance with the legislation and regulations applicable to the Client and its activities.

10. T3L complies with all applicable European, US, United Nations and national export restrictions prohibiting the sale of certain products and/or services to certain countries, companies and/or individuals. Compliance with these export restrictions can never lead to a breach of contract on the part of T3L.
11. If the Client resells Goods and/or Services in any way, the Client undertakes to comply strictly with all export restrictions referred to in Article 9.10 when making such resale.

1. T3L warrants the soundness of the Goods and Services delivered in accordance with what the Client may reasonably expect on the basis of the Agreement. If defects should occur in the Goods or Services delivered by T3L, T3L will rectify such defects or have them rectified, apply a reasonable price reduction or redeliver the Goods or Service in question, all this at the sole discretion of T3L.
2. Any guarantees will be expressly provided by T3L only in separate documentation under the terms and conditions set out in such separate No guarantee can therefore be derived from these General Terms and Conditions.
3. In so far as a guarantee as referred to in Article 2 is issued, defects will in any case not be covered by such guarantee if they are wholly or partly the result of:
   • normal wear and tear;
   • other than normal use;
   • failure by the Client or its staff to comply with instructions or regulations;
   • improper storage, maintenance or use by the Client;
   • work by third parties, assembly/installation or repair by third parties or by the Client without the prior written consent of T3L;
   • the application of any government regulation regarding the nature and quality of the materials used;
   • Goods produced and delivered that have been customised according to designs, drawings or other instructions of the Client;
   • items that the Client has provided to T3L for processing or for performance of an Engagement or which have been used in consultation with the Client;
   • parts procured by T3L from third parties, in so far as these third parties have not provided a guarantee to T3L;
   • processing of the Goods by the Client, unless T3L has explicitly stated a certain way of processing in its documentation, brochures, or has permitted such in writing without any reservation;
   • vandalism, weather impact or other external

4. Any possible treatment or processing of the Goods delivered by T3L will be at the Client’s own risk. The Client will indemnify T3L against all claims of third parties resulting from any treatment or processing of the Goods delivered by T3L.
5. The Client must carefully inspect the Goods and Services immediately after their delivery, failing which any right to complain, replacement and/or guarantee will Any complaints relating to the quantity of Goods delivered and/or transport damage must be noted on the consignment or delivery note, failing which the quantities stated on the consignment or delivery note will constitute conclusive proof with respect to the Client.
6. The Client must report any complaints regarding the Goods, Services and/or performance of an Agreement to T3L by registered letter within five (5) days of discovering the defect or of the point when the Client should reasonably have discovered it. If a complaint is not made on time, all claims against T3L will lapse.
7. The Client may only validly object in writing to the invoice (or the amount thereof) within the payment term stated in that invoice.
8. T3L is not obliged to deal with complaints regarding the Goods or Services that have been delivered and/or regarding the invoice if they reach T3L outside the period(s) stipulated above in this article. Nor is T3L obliged to deal with complaints about delivered Goods if the Client has processed or treated the Goods and has then subsequently become aware of any defect.
9. Minor deviations in quality, dimensions, or colours that fall within the tolerances customary in the sector or that are technically unavoidable do not create an entitlement to make a
10. T3L will be given the opportunity to check all
11. T3L is not obliged to take back Goods for However, if T3L is prepared to do so, it will credit no more than the invoice price originally paid or the current daily price if this is lower.
12. Goods sold may only be returned to T3L, irrespective of the reason, with the prior written consent of and subject to the return and/or other instructions given by The Goods will at all times remain at the Client’s expense and risk. Transport and all related costs will be at the Client's expense. T3L will reimburse the transport costs if it is established that there has been an imputable breach on its part.
13. Any faults relating to part of the Goods delivered will not entitle the Client to reject or refuse the entire batch of Goods delivered.

14. Complaints will not suspend the Client’s payment
15. Following the discovery of a shortcoming in a Good or Service, the Client will be obliged to do everything to avoid or limit that damage, expressly including the immediate cessation of use, processing or treatment, and marketing.

1. Unless agreed otherwise in writing, the Client must pay T3L’s invoices within thirty (30) days of the invoice date, without any set-off or suspension being permitted, in the manner indicated by T3L and in the currency in which the invoice was issued.
2. T3L is entitled at all times to require advance or immediate cash payment or to require security in a form to be approved by T3L, in which case the Client will be obliged to comply.

3. T3L will be entitled to invoice partial deliveries
4. If T3L has agreed with the Client that T3L may apply direct debiting, the Client is not permitted to reverse the amount automatically collected by T3L by virtue of deliveries to the Client by T3L without the prior written consent of T3L.
5. The payment term in paragraph 1 of this article or otherwise agreed in writing between the parties is a firm deadline. After the agreed payment term has expired, the invoice amount will become immediately due and payable. The Client will then be in default by operation of law without any prior notice of default being required. In such case, all claims of T3L against the Client, for any reason whatsoever, will become immediately due and payable and T3L’s claim will automatically be increased by default interest in the amount of 1.5% per month (or part thereof) on the total amount of the claim. If the statutory commercial interest for a certain period is higher than the aforementioned percentage, T3L will be entitled to charge the statutory commercial interest.

6. All claims of T3L against the Client will also become immediately due and payable if:
   • the Client fails to provide advance payment or security following a request to that effect from T3L as referred to in paragraph 2 of this article;
   • any part of the Client’s assets is attached or an equivalent legal concept is applied in the Client’s country;
   • the insolvency or suspension of payments or debt restructuring of the Client has been applied for or pronounced or an equivalent legal concept is applied in the Client’s country;
   • the Client sells or terminates all or part of its business/enterprise or an equivalent legal concept is applied in the Client’s country;
   • the Client moves its place of establishment or domicile abroad or the direct or indirect control within the Client is altered;

If one of the circumstances referred to in this paragraph occurs, the Client is obliged to immediately inform T3L of this in writing.

7. All judicial and extrajudicial costs to be incurred in connection with the collection by T3L of any claim against the Client will be borne by the Client. The extrajudicial collection costs will be at least 15% of the amount to be collected, subject to a minimum of EUR 250.

8. Each payment by the Client is deemed to be a payment of the oldest still outstanding invoice, regardless of whether or not expressly stated otherwise in the payment by the Client. Payments or part payments made by the Client serve first to reduce all costs arising, then to reduce the interest due, and then to reduce the longest outstanding invoices, even if the Client states that the payment relates to a later invoice.

1. If the Client fails to perform one or more of its obligations, or fails to perform them properly or on time, T3L will be entitled to suspend some or all of its own obligations, in whatever name and on whatever basis, vis-à-vis the Client until the Client has fully complied with its obligations. In such case, the loss incurred by T3L as a result of this suspension, including the loss due to delay, will be for the account of the Client.

2. T3L is entitled to set off a claim against the Client, regardless of whether it is due and payable or not, against a debt to the Client or a debt to one or more (legal) persons affiliated with the
3. The Agreement and the agreements ensuing from it may be dissolved by T3L in writing with immediate effect, without judicial intervention being required and without T3L being obliged to pay any compensation for any damage whatsoever, in the cases listed below:
   • the Client fails to provide advance payment or security following a request to that effect from T3L;
   • any part of the Client’s assets is attached or an equivalent legal concept is applied in the Client’s country;
   • the insolvency or suspension of payments or debt restructuring of the Client has been applied for or pronounced or an equivalent legal concept is applied in the Client’s country;
   • the Client sells or terminates all or part of its business/enterprise or an equivalent legal concept is applied in the Client’s country;
   • the Client moves its place of establishment or domicile abroad or the direct or indirect control within the Client is altered.
4. If one of the circumstances referred to in paragraph 3 of this article occurs, the Client must immediately inform T3L of this in writing. T3L is also entitled to terminate the Agreement and the ensuing agreements with the Client, in whole or in part, if an agreement with a supplier or contractor of T3L is terminated for any reason whatsoever or is not performed by T3L or its supplier or contractor for any other reason. In such case, T3L will only be obliged to pay or credit the price it has charged to the Client, with the Client returning the goods already delivered. 
5. The Client is only entitled to cancel the Agreement with the written consent of T3L.
6. If the Client cancels the Engagement in accordance with paragraph 5 and/or refuses to take delivery of the Goods that are to be delivered, it will be obliged to accept and pay for the materials and raw materials already procured by T3L, whether or not processed or treated, at the cost price, including wages and social security costs, and it will also be obliged vis-à-vis T3L to pay full compensation for the work already performed. In the event of cancellation within one (1) month prior to the scheduled performance, the Client will owe T3L 35% of the agreed total price including VAT as compensation. In other cases, the Client will owe T3L compensation of 15% of the total price including VAT as compensation. The Client indemnifies T3L against third-party claims as a result of cancellation of the Engagement and/or refusal of the Goods.
7. Without prejudice to the provisions of paragraph 6 of this article, T3L reserves all rights to claim full damages if the damage it has sustained exceeds the amount to which T3L is entitled pursuant to paragraph 6 of this article.

1. Force majeure exists if performance of the Agreement is wholly or partly impeded, temporarily or otherwise, by extraordinary circumstances beyond the control of the parties and/or by circumstances on the part of T3L, including but not limited to war, riot, acts of war, natural disaster, strike, blockage, obstructions in transport and other transport disruptions, fire, disruptions and accidents in T3L’s business or in the means of transport of T3L or in the means of transport of third parties, defects in machines and/or moulds, import and export restrictions regardless of their nature, excessive absence due to illness, pandemics, government measures, cyber terrorism or other types of cyber attacks, security incidents, whether or not intentionally corrupting or losing data, disruptive statutory provisions, delay in or failure to supply by suppliers, and delay in the processing of products by third parties on the instructions of T3L.
2. Force majeure releases T3l from its obligation to deliver or perform the Engagement, without the Client being able to assert any right to damages of any nature or of any designation
3. If a force majeure situation arises, T3L will be entitled to dissolve, in writing, the part of the Agreement that cannot be performed. If the force majeure situation lasts longer than four (4) weeks, the Client will also be entitled to dissolve the part of the Agreement that cannot be performed, by giving written notice.
4. If T3L has fulfilled part of its obligations when the force majeure situation occurs, or can only fulfil part of its obligations, it will be entitled to invoice the fulfilled part or the part that can still be fulfilled separately and the Client must settle this invoice as if it related to a separate agreement.

1. The ownership of all Goods delivered and still to be delivered, with the exception of the goods referred to in paragraph 3 of this article, will be vested in T3L and will only pass to the Client after the Client has paid in full all that T3L has to claim from the Client in consideration of Goods delivered or yet to be delivered by T3L to the Client pursuant to the Agreement or pursuant to such Agreement, also work performed or to be performed for the Client, as well as what T3L has to claim from the Client due to failure in the performance of such Agreements. T3L therefore reserves ownership of the Goods delivered and still to be delivered by it until it has been recompensed in full for the following:
   • the performance owed by the Client for all Goods delivered or to be delivered pursuant to the Agreement(s);
   • claims due to failure of the Client in the performance of such Agreement(s).

2. The Client is not permitted to invoke a right of retention or an equivalent legal concept that applies in the Client’s country with regard to the custody costs of items made available to the Client and owned by T3L and to set these costs off against the performance that it owes.
3. With regard to new items created through processing by T3L pursuant to the Agreement exclusively for the Client from exclusively items owned by the Client and made available by the Client to T3L for processing, T3L is entitled to a right of retention if and in so far as and for as long as the Client has not paid the price of processing.
4. In the context of processing goods owned by the Client and made available by the Client to T3L for processing, T3L is entitled to discard up to five (5) percent of these items made available to it. T3L will not owe any compensation to the Client with regard to such discarded items.

5. If any Good belongs to T3L pursuant to the provisions of paragraph 1 of this article, the Client may only hold it in the context of its normal business operations.
6. Items made available to the Client or Goods delivered to the Client and which are the property of T3L must be properly insured by the Client and must be provided with a T3L label and/or tag that clearly and unambiguously shows its ownership. If necessary, the Client will take the required measures.

7. If the Client is in default with regard to the performance as referred to in paragraph 1 of this article or otherwise fails to fulfil its obligations under these General Terms and Conditions or under the Agreement, or if T3L has reasonable grounds to fear that the Client will not comply with these obligations, T3L will be entitled, without notice of default being required, to remove the items belonging to it from the place where they are at that time, or have them removed, at the Client’s expense. The Client hereby grants T3L irrevocable authorisation in advance to enter the areas used by or for the Client or have them entered.

8. All items in the possession of the Client that originate from T3L will always be deemed to be the same as those stated on the unpaid invoices, in so far, however, as the quantity of items in the Client’s possession does not exceed the quantities stated on the unpaid invoices according to type and composition.
9. T3L has a right of pledge with regard to all items and documents that T3L has or acquires, regardless of the source of such, for all claims that T3L may have or acquire in respect of the Client. T3L has a right of pledge in respect of every party that demands the surrender of such items or T3L may also exercise the rights referred to in this article with regard to the amounts the Client owes T3L in connection with previous Engagements and/or Engagements that have already been performed.
10. T3L is and remains the owner of all equipment, machines, devices, materials and/or components used by T3L in the performance of Services for the Client, regardless of where these are located, positioned, installed or form part of an The Client bears the risk for all direct or indirect damage to these items that may occur.
11. The Client will not be entitled to pledge or transfer the title to Goods that have not yet been paid for.

1. Except for the provisions in Article 1, the Client will have no claim whatsoever against T3L as a result of defects in or in relation to the Goods and/or Services supplied by T3L. T3L will therefore not be liable for direct and/or indirect damage, including property damage, intangible damage, lost income, business interruption loss, reputational damage and any other consequential damage, whatever its cause, unless T3L acts with intent or wilful recklessness.
2. Neither will T3L be liable in the above sense for the acts of its employees or other persons who fall within its scope of risk, including any gross or other negligence or an intentional act or omission on their part T3L will not be liable for any damage if delivery of Goods and/or Services is not possible due to export restrictions, embargoes, etc.

3. T3L will not be liable for loss of or damage of any nature whatsoever arising as a result of defects in the raw materials, semi-finished products, models, tools and other materials made available to T3L by the Client.
4. T3L will not be liable for losses of whatever nature caused by the Client or after the Client has treated or processed the Goods following delivery, has transferred them to third parties or has had them processed or treated or delivered to a third party, or has used or transferred the Goods other than for normal use and/or outside the intended sector.
5. T3L will not be not liable for deviations, errors and defects or their consequences that have gone unnoticed in the samples, models or examples approved or corrected by the Client.
6. T3L will not be liable for infringement of patents, licenses and/or other intellectual property rights of third parties by using data provided by or on behalf of the Client.
7. The Client will indemnify T3L, its employees and any auxiliary persons it hires to perform the Agreement against any third-party claims, including claims based on product liability, in connection with T3L’s performance of the Agreement, irrespective of the cause, and against any costs ensuing from such claims for T3L.
8. Damage to Goods caused by damage to or destruction of the packaging of the Goods will be at the expense and risk of the Client.
9. If employees of the Client or third parties engaged by the Client provide assistance or support in any way in performance of the Services by T3L, such will be entirely at the expense and risk of the Client.
10. In all cases in which T3L is obliged to pay damages, such will never exceed the invoice value of the Goods and/or Services supplied that caused the damage or in connection with which the damage was caused. If, moreover, the damage is covered by a business liability insurance policy of T3L, the damage compensation will never be higher than the amount actually paid out by the insurer.
11. Unless T3L has accepted the claim, all claims against T3L will lapse twelve (12) months after the claim arises. The Client will indemnify T3L and its employees against third-party claims (including administrative and/or criminal penalties), as well as claims from T3L’s employees, who sustain damage relating to performance of the Agreement because of acts or omissions of the Client and/or the inaccuracy or incompleteness of data or information provided by or on behalf of the Client.

1. If software applications, IaaS and/or IoT applications (‘ICT Services’) – or support for these – form part of a Good or Service, the provisions of this article will apply additionally.
2. Unless expressly agreed otherwise in writing, T3L grants the Client only a non-exclusive and non-transferable right of use to use the ICT Service, documentation and any copies within the Client’s own All rights with regard to the ICT service, documentation and any copies remain the property of T3L. The non-exclusive right of use will end immediately and by operation of law if:
   • the insolvency or suspension of payments or debt restructuring of the Client has been applied for or pronounced or an equivalent legal concept is applied in the Client’s country;
   • the Client sells or terminates all or part of its business/enterprise or an equivalent legal concept is applied in the Client’s country;
   • the Client moves its place of establishment or domicile abroad or the direct or indirect control within the Client is altered.
3. The ICT service and documentation may only be copied for own use in so far as this is necessary and permitted by The Client is not permitted to remove or amend original product statements and copyrights without written consent.
4. Without the prior written consent of T3L, the Client is prohibited from copying, changing, modifying or making available and/or allowing third parties to use the ICT Service and/or the associated source code, except to the extent permitted by law.
5. Unless expressly agreed otherwise in writing, T3L is not obliged to make the source code of the software available to the Client.
6. If T3L has agreed an acceptance procedure with the Client, the Client must inform T3L in writing within fourteen (14) days of commencement of the acceptance procedure of any shortcomings; failing which the ICT service provided will be deemed to have been accepted. If no acceptance procedure has been agreed, the Client will be obliged, upon delivery of the ICT Service, to investigate whether the ICT Service complies with the Agreement. The Client must notify T3L in writing of any shortcomings within fourteen (14) days of delivery of the ICT Service, failing which the ICT Service provided will be deemed to have been accepted.
7. Non-acceptance of any module or component will not affect the obligation to accept the other components of an ICT service. Rectification work after the end of the acceptance period constitutes a separate, ICT service and will not be free of charge.
8. Unless expressly agreed otherwise, T3L will be entitled to charge its usual rates for all the time it spends providing an ICT service. Maintenance, support and user training are not included in the price for provision of an ICT service, unless such has been agreed in writing.
9. If maintenance of the ICT Service has been agreed with the Client, T3L will attempt to repair defects notified to it in writing to the best of its The Client itself is responsible at all times for having available a maximum of one (1) recent back-up copy of the ICT service and data. Within the framework of the maintenance agreement, T3L will implement technical improvements to the ICT service at the agreed rates. Upon the delivery of a new version of the ICT service provided, any maintenance obligation with regard to the old version will lapse.

10. All intellectual property rights related to the Agreement, including but not limited to, the copyrights and patent rights with regard to all ICT services developed for or made available to the Client and other works and/or products, belong (or will belong) exclusively to T3L (or its licensor).
11. Without prejudice to the provisions of Article 14, T3L is not liable for damage ensuing from or in connection with use of the ICT service, such as damage resulting from the loss or damage of data, unsuitability of systems, transmission errors, damage as a result of disruptions in availability, accessibility, or response times, as well as damage as a result of necessary maintenance work, security incidents and/or shortcomings in the interoperability of the ICT service or hardware.

1. When collecting, processing or further processing personal data of or for the Client under the Agreement, T3L will comply with its obligations under the General Data Protection Regulation (GDPR), the GDPR Implementation Act and related legislation and regulations, and adopt appropriate protective measures.
2. If T3L believes it must be regarded as the processor within the meaning of the GDPR, the Client – immediately at T3L’s request and as a supplement to the provisions of this article – must enter into and sign a written processing agreement with T3L, in accordance with the model that T3L will provide.
3. The Client will indemnify T3L against all third-party claims (including from in any event users and government agencies), financial government sanctions and costs (including costs of legal representation) that result from the Client’s contravention of any statutory regulation relating to the processing of personal data.

1. Unless the Client has obtained T3L’s prior written consent, the Client may not enter into an employment contract with any person employed or who has been employed by T3L in the previous twelve (12) months, or hire this person to perform work in some other way for the Client in so far as that work is not performed on the basis of an Agreement with T3L.
2. The prohibition under this article will apply from the date of the first Agreement between T3L and the Client and will apply until twelve (12) months have passed since performance of the final Engagement for or Agreement with the Client.
3. If the prohibition in this Article 18 is contravened, the Client will forfeit a penalty to T3L of EUR 10,000 per contravention and EUR 250.00 for each day that the contravention continues, without prejudice to T3L’s right to compensation for the damage caused by the contravention and its right to claim specific performance of this Agreement.

1. When acting on behalf of one or more other parties, the Client, without prejudice to the liability of those other parties, will be liable towards T3L as though acting personally as a client.
2. If T3L concludes an Agreement with two or more natural persons or legal entitles, all clients will always be jointly and severally liable towards T3L.
3. If T3L concludes an Agreement with a company under incorporation, the founders will remain jointly and severally liable in full for the Agreement, even after the latter has been ratified.

1. These General Terms and Conditions and all Agreements, invoices and other documents to which these General Terms and Conditions apply are governed by Dutch law and are deemed to have been accepted or concluded in the The applicability of the United Nations Convention on the International Sale of Goods (1980 Vienna Sales Convention) is expressly excluded.
2. Only the Dutch courts have jurisdiction to adjudicate disputes that have arisen between the parties. Any disputes between T3L and the Client will be settled by the Limburg District Court, Roermond location, without prejudice to T3L’s exclusive entitlement to apply to the District Court in the court district where the Client resides or has its registered office, all with due observance of the rules of absolute competence.

1. The nullity or voidability of any provision of these General Terms and Conditions or of Agreements to which these General Terms and Conditions apply will not affect the validity of the other provisions. T3L and the Client must replace any nullified or voided provisions with valid provisions whose meaning is as similar as possible to that of the nullified or voided provisions.
2. These General Terms and Conditions have been drawn up in Dutch, English, German and French. In the event of any differences in interpretation between these versions, the Dutch version will at all times be decisive and binding between the parties.
3. In the event of any conflict or incompatibility between these General Terms and Conditions and what is provided in the Agreement and to which these General Terms and Conditions apply, the provisions of the Agreement will prevail.