Terms and conditions

Article 1: Applicability
1. These general terms and conditions apply to all offers made by AEC Skyline and its subsidiaries, to its client, and form an inseparable part of every offer, quotation, agreement and execution of orders and deliveries between AEC Skyline and its client, unless these general terms and conditions are expressly deviated from in writing.
2. The buyer or client will be referred to as: ‘the Client’.
3. Hereafter the Company shall be referred to as ‘AEC Skyline’.

Article 2: Offers
1. All offers and quotations made by AEC Skyline, in whatever form, are without obligation.
2. Offers made by AEC Skyline are valid for 30 days, unless otherwise agreed in writing.
3. Price lists provided by AEC Skyline are subject to change.

Article 3: Contractual formation
1. The agreement is concluded after AEC Skyline has confirmed an order in writing or after the Client has accepted the offer in writing or has agreed to deviations. The order confirmation is deemed to accurately and completely reflect the agreement unless the Client objects thereto in writing with 5 working days.
2. For deliveries for which, due to the nature and/or scope, no order confirmation is sent, the invoice also serves as an order confirmation. The order confirmation is deemed to accurately and completely reflect the agreement, unless the Client objects thereto in writing within five working days of the invoice date.
3. Additions and amendments to the agreement are binding on AEC Skyline only to the extent that they have been confirmed by it in writing. Offers or quotations do not automatically apply to future orders.
4. AEC Skyline is entitled, if it deems this necessary or desirable, to engage third parties for the correct execution of the order given to it. The costs of engaging third parties will be passed on to the Client.

Article 4: Prices
1. Unless and to the extent otherwise agreed in writing, all prices and rates are in euros and exclusive of VAT and other government levies, as well as exclusive of any costs to be incurred in the context of the agreement, including travel and lodging, shipping and administrative costs. AEC Skyline is entitled to pass on the relevant charges and costs to the Client. AEC Skyline is entitled to impose a 25% mark-up on those costs.
2. Prices are based on prices existing during the offer. Prices are subject to interim changes without this giving the Client the right to terminate the agreement.

Article 5: Payment
1. Payment must be made within a period of 30 days from the invoice date and without the Client being entitled to claim set-off or suspension. If the Client is in default, all actual costs incurred to obtain payment will be borne by the Client.
2. Payment must be made in a lump sum, unless payment in instalments has been agreed.
3. If the Client fails to pay the amounts due within the agreed period, the Client will be in default by operation of law. In that case, AEC Skyline will be entitled to charge statutory (commercial) interest and extrajudicial collection costs on the entire amount due in accordance with the Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
4. If the Client fails to fulfil any obligation arising from the agreement or fails to do so in time, enters into a debt settlement with its creditors, applies for suspension of payment, goes into liquidation, closes or transfers its business, if an attachment is levied against it or if on reasonable grounds fulfilment by the Client can no longer be expected, any claim of AEC Skyline against the Client will be immediately due and payable in full. AEC Skyline will then also be entitled to terminate the agreement to the extent not yet (fully) executed, without further notice of default or judicial intervention being required, and to take back the items already delivered but not yet paid for and to withdraw permission to use software following a license acquired, all this without prejudice to AEC Skyline’s right to payment or compensation and its right to suspend performance of the agreement.
5. Immediately on AEC Skyline’s request, the Client will be obliged to provide security for fulfilment of its obligations under the agreement. AEC Skyline may not make such a request on unreasonable grounds.

Article 6: Additional work
1. If, at the request or with the prior consent of the Client, AEC Skyline has performed work or delivered another performance that goes beyond the content or scope of the original agreement, such work or performance will be compensated by the Client in accordance with the agreed rates and, in the absence thereof, in accordance with AEC Skyline’s usual rates. AEC Skyline is not obliged to comply with any such request and may require the conclusion of a separate written agreement.
2. Additional work will – to the extent possible – be communicated to the Client by AEC Skyline as early as possible. The Client is deemed to have agreed to the execution of the additional work, the associated costs and, if necessary, the adjusted delivery time, unless the Client objects in writing before the start of the execution of the additional work and in any case within 7 days after the notification by AEC Skyline.
3. Additional work and an adjusted delivery time do not give the Client the right to terminate the agreement early.

Article 7: Complaints
1. The Client may no longer claim a defect in the performance if it has not complained in writing to AEC Skyline within 14 days after it discovered or reasonably should have discovered the defect.
2. Complaints regarding defects with respect to whole or partial deliveries must be brought to the attention of AEC Skyline in writing, specifying the delivery or invoice number.
3. The Client will provide all cooperation necessary to investigate the complaint, including by giving AEC Skyline the opportunity to investigate all relevant circumstances associated with the complaint. If the Client fails to cooperate or the investigation is otherwise not (or no longer) possible, the complaint will not be considered.
4. The Client is obliged to immediately cease the use, handling, processing and/or installation of the items in question and to do everything reasonably possible to prevent (further) damage.

Article 8: Retention of title
1. All items delivered to the Client will remain the property of AEC Skyline until full payment of all amounts, including any interest and costs owed by the Client for the items delivered or to be delivered or services rendered or to be rendered under any contract and/or the failure of the Client to provide after-sales services.
2. As long as the Client has not fully fulfilled its obligations to AEC Skyline, the Client is obliged to ensure careful handling of the items and to insure them against the usual risks and does not have the right to encumber, rent out, give in use and/or create a pledge (whether undisclosed or not) on the delivered items other than after written permission from AEC Skyline.
3. If and as long as AEC Skyline owns the items, the Client will immediately notify AEC Skyline when the items are seized (or threatened to be seized) or when the items (or any part thereof) are otherwise claimed. In addition, the Client will (in that case) inform AEC Skyline where the items, of which AEC Skyline is the owner, are located. In the event of attachment or (provisional or final) suspension of payment, the Client will immediately inform the attaching bailiff or administrator of the (proprietary) rights of AEC Skyline. The Client guarantees that any attachment of the items will be lifted immediately.

Article 9: Delivery
1. Delivery of the products takes place carriage paid. From the time of delivery, the risk of loss, damage, etc. will pass to the Client.
2. The delivery time of the products is determined on the basis of the data and circumstances known to AEC Skyline at the time the agreement was concluded. Stated delivery deadlines will never be considered as a strict deadline (‘fatale termijn’). If a change in the data and/or circumstances, regardless of its foreseeability, results in a delay, the delivery date will be delayed accordingly, without prejudice to the provisions below regarding force majeure. In the event of late delivery, AEC Skyline must be given written notice of default, whereby it must be offered a reasonable period for delivery.
3. Exceeding the delivery time given by AEC Skyline for whatever reason will not entitle the Client to compensation.

Article 10: Liability and indemnification
1. Any liability is limited to the amount paid out by AEC Skyline’s business liability insurer in the relevant case, plus the excess payable by the insured under the policy conditions. If the damaging event is not covered under AEC Skyline’s business liability insurance, any liability of AEC Skyline will be limited to the amount owed by the Client to AEC Skyline with respect to the service provided and/or product delivered from which the liability arises. In the event of a continuing performance agreement, any liability of AEC Skyline is limited to a maximum of the average amount invoiced to the Client in the last three months.
2. AEC Skyline is not liable for consequential loss.
3. The Client indemnifies AEC Skyline against all claims from third parties that are in any way related to the work for the Client, including the reasonable costs of legal assistance, except for gross negligence or intentional misconduct on the part of AEC Skyline.

Article 11: Force majeure
1. AEC Skyline is not obliged to fulfil any obligation to the Client if it is prevented from doing so by a force majeure situation. During the period that the force majeure continues, AEC Skyline may suspend its obligations under the Agreement.
2. Force Majeure Events include, but are not limited to: natural disasters, government restrictions, floods, fire, earthquakes, explosions, epidemic, war, invasion, hostilities, terrorist acts, 4 riots, strikes, embargoes or industrial disturbances.
3. If, in the event of force majeure, the performance of the agreement by AEC Skyline is delayed or barred, AEC Skyline will be entitled to terminate all or part of the agreement without this entitling the Client to compensation. If this period exceeds two months, the Client will also be entitled to terminate the agreement. The value of the work performed by AEC Skyline until then will be reimbursed by the Client. If work resumes, AEC Skyline will be entitled to issue new invoices.

Article 12: Confidentiality
1. The parties are mutually obliged to maintain complete confidentiality towards third parties regarding confidential (business) information provided to each other. The Client is obliged to take measures so that this confidentiality is observed by its employees. 5

Article 13: Intellectual property
1. The Client is not permitted, without prior express written permission from AEC Skyline, to copy, reproduce or modify products and/or services and the associated documentation, the intellectual property rights of which are held by with AEC Skyline, both during the term and after termination of the agreement. Nor is the Client permitted to give third parties the opportunity to do so.

Article 14: Penalty clause
1. In the event of failure to comply with the provisions of Articles 12 and 13, the Client will be liable to pay an immediately payable penalty to AEC Skyline of €50,000 per violation, plus €5,000 per day that such violation continues, whereby each disclosure or communication to third parties or infringement of intellectual property rights of AEC Skyline is regarded as a separate violation.

Article 15: Suspension, set-off and termination
1. Each party can only terminate an agreement if the other party attributably fails to fulfil one or more essential obligations, the other party has received a written notice of default that is as detailed as possible, setting a reasonable period for compliance and compliance within this period is not forthcoming.
2. AEC Skyline may in any case suspend its obligations under the agreement with immediate effect and without prior notice of default being required (including by blocking or disabling one or more services (temporarily or permanently, in whole or in part)) and terminate the agreement in the following circumstances:
a. the Client no longer meets the preconditions applicable to the service in question (including the preconditions included in the current service description);
b. the actual use of the items and/or services does not conform to the agreement, does not correspond to the normal use to which the applicable rates are geared, or deviates substantially from the use that can reasonably be expected;
c. AEC Skyline has sent a reminder to the Client and the Client has not fulfilled its payment obligation even after the deadline specified in the reminder has passed;
d. AEC Skyline has requested the Client to provide (additional) security and the Client has not provided the desired security within the period specified by AEC Skyline;
e. the Client causes damage to the business, services, network or other telecommunications networks;
f. circumstances arise, beyond the control of AEC Skyline, that make performance of the agreement impossible or disproportionately difficult. 3. The Client is not entitled to setoff or suspension.
4. Either party may terminate the agreement with immediate effect, and without prior notice of default being required, in the event of:
a. a request for debt restructuring;
b. suspension of payments;
c. bankruptcy;
d. liquidation

Article 16: Conversion
1. If one or more provisions of these general terms and conditions are null and void, or are annulled, the remaining provisions will continue to apply.
2. The parties undertake to replace the non-binding provisions with such provisions that are binding and deviate as little as possible – in view of the purpose and purport of this agreement – from the non-binding provisions.

Article 17: Applicable law and competent court
1. The agreement concluded between the user and the other party is exclusively subject to Dutch law.
2. All disputes arising from or related to the agreement to which these conditions apply will be settled by the competent section of the Court of Zeeland-WestBrabant, Middelburg location.