Terms and conditions

Soolong sells T-Vino to businesses, such as partners, wholesalers, restaurants and shops. The General Terms and Conditions of Delivery and Payment for Businesses below apply to those sales. Soolong no longer has a webshop: as a consumer you buy T-Vino from our partners and stockists, and the terms and conditions of that seller then apply.

This is a translation. The Dutch text of these terms and conditions prevails (article 18).

General Terms and Conditions of Delivery and Payment for Businesses (version 6) of Soolong, trade name of Previtality B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) registered in the trade register of the Netherlands Chamber of Commerce under number 68097247. Wherever Soolong is written, Previtality B.V. may also be read, and vice versa.

Article 1: Definitions

In these general terms and conditions, the following terms have the following meanings:

1.1. General Terms and Conditions: these general terms and conditions of delivery of Soolong;

1.2. Soolong: Soolong, trade name of Previtality B.V., the private limited liability company, the entities affiliated with Previtality B.V. and/or the third parties (to be) designated by Previtality B.V.;

1.3. Quotation(s): a non-binding offer by an authorised officer of Soolong to the Customer to enter into an Agreement;

1.4. Order(s): all (placed) orders, requests for quotation, requests for information, (contract) proposals, assignments and (quotation) confirmations from the Customer to Soolong, in whatever form;

1.5. Agreement: every agreement concluded between Soolong and the Customer, as well as every amendment or addition to it, and all (legal) acts in preparation for and in performance of that agreement;

1.6. Customer: the natural or legal person acting for purposes related to their trade, business, craft or professional activity who has entered into an Agreement with Soolong, or who wishes to enter into such an Agreement with Soolong and to whom Soolong has made an offer for that purpose, or to whom Soolong has issued a Quotation;

1.7. Parties: Soolong and the Customer together.

Article 2: Applicability of the general terms and conditions

2.1. These General Terms and Conditions apply to every Quotation of Soolong, to all Orders of the Customer, to every Agreement between the Parties and to all other legal relationships, negotiations and arrangements between the Parties.

2.2. These General Terms and Conditions may only be deviated from by written Agreement and only insofar as Soolong is represented in it by an officer authorised to do so under Soolong’s articles of association or by other authorised persons designated by Soolong. Such a deviation has no binding effect on other or later Agreements and legal acts between the Parties.

2.3. The Customer agrees that these General Terms and Conditions apply to later Agreements and legal acts between the Customer and Soolong. The Customer agrees that in that case these General Terms and Conditions need not be provided again.

2.4. The applicability of the Customer’s general (purchasing) terms and conditions is expressly excluded and rejected, unless the Parties have expressly agreed otherwise in writing. If the general terms and conditions of Soolong and of the Customer apply side by side, Soolong’s General Terms and Conditions prevail in the event of conflicting provisions.

2.5. If one or more provisions of these General Terms and Conditions are void or are annulled, the other provisions of these General Terms and Conditions remain fully applicable.

2.6. Previtality reserves the right to amend these General Terms and Conditions unilaterally in the interim. The amended version applies as soon as Soolong has sent a copy of the amended General Terms and Conditions by email and/or by post to the Customer’s email address and/or postal address known to it. The most recent version of the General Terms and Conditions always applies to offers, Quotations, Agreements and other legal relationships entered into thereafter, as well as in situations in which different versions of these General Terms and Conditions could be deemed to apply.

Article 3: Quotation / offer

3.1. All Quotations issued by Soolong – in whatever form – are non-binding, unless the Parties have expressly agreed or agree otherwise in writing. Soolong is therefore entitled to (unilaterally) change, adjust and withdraw a Quotation.

3.2. Soolong cannot be held to a Quotation if that Quotation contains an obvious clerical or printing error that the Customer could reasonably recognise as such.

3.3. The Quotation is dated and is valid for fourteen (14) days from that date.

3.4. Orders from the Customer must be accompanied by a clear and accurate description of the products and/or services (and quantity) the Customer requires.

3.5. Soolong will assume that the information provided by the Customer is correct and will base its Quotation on it. Damage resulting from incorrect or incomplete information is for the Customer’s account.

3.6. If Soolong accepts an Order from the Customer or the Customer accepts a Quotation from Soolong, Soolong has the right to revoke this acceptance or the accepted Quotation within a period of seven (7) working days after such acceptance.

3.7. If the Quotation is not accepted, Soolong is entitled to charge the Customer all reasonable costs involved in preparing the Quotation, if it stipulated this before issuing the Quotation.

3.8. All images, drawings, samples, specifications or other (product) information given in a Quotation are indicative and cannot give rise to compensation or termination of the Agreement. Moreover, Soolong cannot guarantee that the colours and/or taste descriptions shown correspond exactly to the actual colours and/or taste of the products.

Article 4: Formation and amendment of the agreement

4.1. An Agreement is concluded as soon as a Quotation accepted by the Customer has been confirmed in writing by Soolong, or as soon as Soolong has accepted an Order in writing, or as soon as Soolong carries out an act of performance in line with the assignment and the Customer does not object to it on the same day.

4.2. Agreements and amendments to them can only be entered into in writing by an officer authorised to do so under Soolong’s articles of association or by other authorised persons designated by Soolong. Soolong is not bound by any Agreements, or amendments to them, made with employees of Soolong, unless these have been confirmed in writing by an officer authorised under Soolong’s articles of association or by another authorised person designated by Soolong. At the Customer’s first request, Soolong will state who within its company is (otherwise) authorised to enter into or amend Agreements.

4.3. Soolong may – within the limits of the law – inform itself as to whether the Customer is able to meet its payment obligations, as well as of all facts and factors relevant to responsibly entering into an Agreement. If, on the basis of this investigation, Soolong has good reason not to enter into the Agreement, it is entitled to refuse an Order or a request for a Quotation, stating its reasons, or to attach special conditions to its performance.

4.4. Every Agreement is entered into subject to the condition precedent of sufficient availability of the products concerned.

4.5. Soolong is entitled – entirely at its own discretion – to engage third parties in the performance of the Agreement.

Article 5: Prices

5.1. Prices are charged in accordance with the rates agreed between the Parties or, failing that, on the basis of the rates customarily applied by Soolong at the time of delivery.

5.2. All prices quoted by Soolong, or agreed or applied between Soolong and the Customer, are in euros and exclusive of VAT, insurance, import duties, levies, freight costs, packaging material, taxes on packaging material, delivery costs, loading and unloading costs, duties and other government taxes, unless the Parties have expressly agreed or agree otherwise in writing.

5.3. Price quotations are always based on the price-determining factors applicable at the time of the first price quotation. Soolong is entitled to pass on to the Customer increases in cost-determining factors – including in any case, but not limited to, wages and social security charges, prices of suppliers, taxes, raw materials and fuels, materials, manufacturing, transport, import or export duties, licence fees, currency exchange rates, dumping and processing charges and the like, at Soolong’s discretion – that arise after the Agreement has been concluded but before delivery. If Soolong does so within three (3) months of concluding the Agreement, the Customer has the right to terminate the Agreement, which right the Customer must exercise within fourteen (14) days of notification of the price increase. Termination of the Agreement in this way does not entitle either Party to compensation.

Article 6: Payment

6.1. Soolong has the right to invoice the amounts owed by the Customer periodically or after complete delivery of the products. Soolong may also require (partial) payment of the agreed price in advance.

6.2. In the case of delivery in instalments, each delivery is regarded as a separate transaction and may be invoiced by Soolong per transaction.

6.3. Unless otherwise provided in the Agreement, payment must be made either in advance upon order confirmation, or within fourteen (14) days after acceptance by Soolong’s credit insurer and after the invoice date, by transfer to a bank account designated by Soolong. If the Customer has not paid within that period, the Customer is in default by operation of law without any further notice of default being required. From that moment Soolong is entitled to interest of 2% per month or part of a month, unless the statutory commercial interest rate is higher, in which case the higher rate applies. This interest is payable from the day on which payment should have been made at the latest.

6.4. If the Customer is in default or fails to fulfil its obligations (on time), all reasonable costs of obtaining payment out of court are for its account. In any event, in the case of a monetary claim the Customer owes collection costs. The collection costs amount to 15% of the outstanding principal, with a minimum of € 150 (excluding VAT). Any reasonable judicial and enforcement costs incurred are also for the Customer’s account.

6.5. Any claim by the Customer to a discount, set-off and/or suspension is expressly excluded. Soolong’s invoices must be paid on time without any claim to a discount, set-off and/or suspension by the Customer.

6.6. Payments made by the Customer always serve, first, to settle all interest and costs owed and, second, to settle the due invoices that have been outstanding the longest, even if the Customer states that the payment relates to a later invoice.

6.7. Soolong is entitled at all times to require (proprietary) security from the Customer for the fulfilment of the Customer’s obligations under the Agreement.

6.8. If the Customer is established in an EU member state other than the Netherlands, the Customer must provide Soolong with its VAT identification number in writing. In addition, the Customer must always provide Soolong with all information and documents that Soolong reasonably needs to demonstrate that the products have been delivered in an EU member state other than the Netherlands.

6.9. The full claim for payment is immediately due and payable if:

1. a payment term has been exceeded;
2. the Customer has applied for bankruptcy, a suspension of payments or debt restructuring, has been declared bankrupt, has been granted a suspension of payments or has been admitted to a debt restructuring scheme;
3. goods or claims of the Customer have been attached;
4. the Customer is dissolved;
5. a change occurs in the control of the Customer, or control of the Customer comes to rest with a third party;
6. the Customer (a natural person) is placed under guardianship or administration, or dies.

Article 7: Delivery and risk

7.1. Unless otherwise provided in the Agreement, delivery of products by Soolong or by the third party or parties it engages takes place “ex works” from Soolong’s warehouse, or from a location to be designated by Soolong. For the interpretation of the delivery terms, reference is made to the most recently published version of the “Incoterms” at the time the Agreement is concluded.

7.2. Soolong is always entitled to deliver the products in instalments, in which case each partial delivery may be invoiced by Soolong as a separate transaction.

7.3. If no delivery period has been included in the Agreement or otherwise agreed between the Parties, Soolong will deliver the products/services within the Netherlands no later than thirty (30) days after the delivery period has commenced. The stated delivery period commences as soon as an Agreement has been concluded between Soolong and the Customer, Soolong has all the information, materials and documents required for the delivery of the products/services, any agreed (advance) payment to Soolong has been made and any other conditions agreed in writing between the Parties have been met.

7.4. Stated periods within which the products/services must be delivered are set by Soolong by approximation and can never be regarded as strict deadlines, unless the Parties have expressly agreed otherwise in writing.

7.5. If the period within which the products/services are to be delivered is expressed in working days, a working day means a calendar day, unless it falls on a rest day or public holiday that is generally recognised or recognised at the place of work, or prescribed by the government or by or pursuant to a collective labour agreement, a weekend day, a holiday or another non-individual day off. If delivery of the products would have to take place on a day that is not a working day, the next working day is deemed to be the agreed day of delivery.

7.6. In determining the delivery period, Soolong assumes that it can deliver the products/services under the information and circumstances provided by the Customer on which Soolong based its Quotation.

7.7. If Soolong cannot deliver the products/services within the agreed period as a result of force majeure, circumstances for the Customer’s account or a circumstance that cannot be attributed to Soolong, Soolong is entitled to an extension of the period within which the products/services were to be delivered, of such duration as reasonably follows from that (force majeure) situation or circumstance.

7.8. If Soolong has informed the Customer, whether or not in writing, that the products/works are ready for delivery from a certain date and the Customer does not take delivery of the products/works within fourteen (14) days of that notification, the Customer is in default from that moment without any further notice of default being required. From the moment the Customer is in default, the risk in respect of the products/works passes from Soolong to the Customer, and Soolong is then entitled to store (or have stored) the products/works at the Customer’s expense and risk.

7.9. In the event of non-delivery or late delivery of products/works by Soolong, the Customer is expressly not permitted to terminate the Agreement, suspend its obligations and/or claim damages until it has given Soolong written notice of default, granting Soolong a reasonable period for performance.

7.10. If the delivery of products is delayed, halted or postponed by factors for which, in Soolong’s opinion, the Customer is responsible or which are otherwise for the Customer’s account and risk, the resulting costs and damage to Soolong must be reimbursed to Soolong by the Customer.

Article 8: Packaging/pallets

8.1. The products/works are packaged in a manner which, in Soolong’s opinion, is customary in the industry. Soolong determines how the products/works will be packaged, unless the Parties have agreed otherwise in writing.

8.2. Soolong reserves the right to charge the Customer for single-use packaging or pallets at the price stated by Soolong, but at least at cost price. In principle, Soolong does not take back single-use packaging or pallets supplied by Soolong to the Customer with the products/works to be delivered.

8.3. All durable and/or reusable packaging and/or pallets – with the exception of single-use packaging and/or pallets – remain the property of Soolong and must therefore be returned or sent back to Soolong by the Customer, unless the Parties have agreed otherwise in writing.

8.4. Soolong is entitled to charge a deposit and/or a usage fee, to be agreed further between the Parties, for durable and/or reusable packaging and/or pallets. Both the deposit and the usage fee will be stated separately on the invoice. If all durable and/or reusable packaging and/or pallets have been returned to Soolong in accordance with the provisions of the next paragraph, Soolong will refund the deposit to the Customer or set it off against any amount the Customer still owes Soolong on any account whatsoever.

8.5. The Customer is obliged to return the durable and/or reusable packaging and/or pallets to Soolong at its own expense, undamaged, in good condition and under the proper hygienic conditions, within thirty (30) days of delivery or immediately after they have been emptied. If the Parties have agreed that Soolong will itself collect the durable and/or reusable packaging and/or pallets at a location to be agreed further between the Parties, the Customer must ensure that the packaging and/or pallets remain undamaged, in good condition and under the proper hygienic conditions, and are stored in such a way that Soolong can collect them in a normal manner.

8.6. The Customer may not give the durable and/or reusable packaging and/or pallets to third parties for use, nor use them for longer than reasonably necessary, which is in any event no longer than the period referred to in paragraph 5 of this article.

8.7. If, for whatever reason, the durable and/or reusable packaging and/or pallets are not returned by the Customer, are not returned on time or are not returned under the proper conditions, Soolong reserves the right to charge the Customer for all resulting damage and costs – expressly including, but not limited to, any repair, replacement, cleaning or rental costs – and/or to set these off against the deposit charged to the Customer in accordance with paragraph 4.

Article 9: Retention of title and right of retention

9.1. Soolong retains ownership of all products/works delivered and still to be delivered to the Customer under the Agreement, and of the products created from them, until the Customer has fulfilled all its obligations towards Soolong on any account whatsoever. The Customer’s obligations expressly include, but are not limited to, payment of the purchase price of the products/works delivered and still to be delivered, plus claims arising from the Customer’s attributable failure to fulfil its obligations, including payment of damages, (extra)judicial collection costs and any interest.

9.2. Products/works subject to retention of title may only be sold by the Customer in the normal course of its business if and insofar as the Customer has obtained Soolong’s express permission to do so. The Customer is not authorised to pledge or otherwise encumber the products subject to retention of title, or to give them to third parties for use. This provision has proprietary effect.

9.3. If third parties attach the products/works delivered by Soolong subject to retention of title, or wish to establish or assert rights over them, the Customer must inform Soolong of this immediately.

9.4. The Customer must store the products/works delivered subject to retention of title with due care and recognisably as Soolong’s property, and must insure them adequately and keep them insured against fire, theft, embezzlement and damage. At Soolong’s first request, the Customer will allow inspection of the insurance policy and the associated proof of premium payment.

9.5. If Soolong wishes to exercise its ownership rights in respect of the products/works it has delivered to the Customer, the Customer is obliged to cooperate unconditionally and to grant Soolong irrevocable permission to enter all places where Soolong’s property is located in order to take it back. All this is without prejudice to Soolong’s right to compensation for damage, lost profit and interest, and its right to terminate the Agreement with the Customer by written notice without further notice of default.

9.6. If Soolong has goods of the Customer in its possession, it is entitled to retain them until the Customer has fulfilled all its obligations towards Soolong on any account whatsoever, unless the Customer has provided adequate security for its obligations. The Customer’s obligations expressly include, but are not limited to, payment of the purchase price of the products delivered and still to be delivered, plus claims arising from the Customer’s attributable failure to fulfil its obligations, including payment of damages, (extra)judicial collection costs and any interest.

Article 10: Liability and indemnification

10.1. Soolong is not liable to the Customer for any damage other than direct damage resulting from an attributable failure in the performance of Soolong’s obligations under the Agreement and/or from an unlawful act or omission on the part of Soolong. Direct damage means exclusively (i) damage to property, (ii) the reasonable costs of determining the cause and extent of the damage, insofar as this relates to direct damage as referred to in this article, (iii) any reasonable and demonstrable costs incurred to make Soolong’s defective performance conform to the Agreement, insofar as these can be attributed to Soolong, and (iv) the reasonable and demonstrable costs incurred by the Customer to prevent or limit the direct damage, insofar as the Customer demonstrates that these costs have led to a limitation of the direct damage as referred to in this article.

10.2. Soolong is never liable for damage caused:

1. by defects that were not reported to Soolong in accordance with article 11, or that Soolong was not given the opportunity to remedy;
2. by improper use of the products/works delivered or by their use for a purpose other than that for which they are objectively suitable;
3. because Soolong relied on incorrect or incomplete information provided by or on behalf of the Customer;
4. by third parties engaged in the performance of the Agreement at the request or with the consent of the Customer;
5. because work, changes and/or repairs were carried out on the product/work delivered without Soolong’s express written consent;
6. because the products/works delivered were exposed to abnormal conditions or were otherwise handled carelessly;
7. by defects in the products/works delivered resulting from normal wear and tear and/or compliance with any government regulation;
8. by misunderstandings, mutilations, delays or the improper transmission of orders and communications as a result of the use of the internet or any other (electronic) means of communication.

10.3. Soolong’s liability is at all times limited to:

1. direct damage. Soolong is never obliged to compensate indirect damage. Indirect damage means all damage that is not direct damage, including in any case, but not limited to, consequential damage, loss of income or opportunities, loss of profit and/or damage due to business interruption;
2. a maximum of the amount paid out by Soolong’s insurer in the case in question;
3. if Soolong’s insurer does not pay out (in full), a maximum of once the invoice value, or at least that part of the invoice value to which the liability relates.

10.4. The Customer indemnifies Soolong against all claims by third parties, including the costs of legal assistance, for product liability as a result of a defect in a product supplied by the Customer to a third party and that consisted in part of products supplied by Soolong, or that are related to the (improper) use of the products/works, or that are related to or arise from the Agreement between the Parties.

10.5. The limitations of liability in this article do not apply if the damage is due to intent or deliberate recklessness on the part of Soolong or its managerial staff, or if mandatory provisions of law on (product) liability provide otherwise.

Article 11: Complaints

11.1. The Customer is obliged to inspect the products/works immediately upon receipt. Any visible defects, faults, imperfections and/or deficiencies must be reported to Soolong in writing, with an accurate description of the defect, immediately but no later than forty-eight (48) hours after receipt of the products, failing which all rights lapse.

11.2. Other defects must be reported to Soolong in writing, with an accurate description of the defect, within eight (8) days after they were discovered or should reasonably have been discovered, failing which all rights lapse.

11.3. The drawings, designs, calculations, examples, samples, colours, sounds, designs, taste descriptions, weight, size and price specifications, etc. provided by Soolong (at the Customer’s request) are indicative, but decisive for the products to be delivered by Soolong to the Customer. Any objections and/or requests for changes regarding the drawings, designs, calculations, examples, samples, colours, sounds, designs, taste descriptions, weight, size and price specifications, etc. provided by Soolong (at the Customer’s request) must be reported to Soolong in writing, with an accurate description of the objection and/or request for change, no later than eight (8) days after receipt by the Customer. If any objections and/or requests for changes are not made known to Soolong within that period, the products are deemed to have been delivered to the Customer in accordance with the Agreement.

11.4. If the complaints referred to above are not made known to Soolong within the periods stated there, the products are deemed to have been received in good condition.

11.5. Complaints about invoices must also be submitted in writing, within fourteen (14) days of the invoice date. After that period has expired, the Customer is deemed to have approved the invoice and the invoice amount concerned is due.

11.6. Submitting a complaint does not release the Customer from its obligations, nor does it entitle the Customer to suspend its obligations.

11.7. The right to complain lapses in any event six (6) months after delivery of the products.

11.8. Soolong must be given the opportunity to investigate the complaint. If the products/works delivered need to be returned for the investigation of the complaint, this is at Soolong’s expense and risk.

11.9. In the case of unjustified complaints, Soolong is free to charge the Customer the costs of investigation and return.

11.10. In the case of justified complaints, Soolong will replace or repair the products/works delivered, or compensate the damage in accordance with these General Terms and Conditions.

11.11. To the extent permitted by law, any claim under articles 7:17 and 7:18 (non-conformity) of the Dutch Civil Code and/or any complaint is excluded:

1. if the defect was caused by, aggravated by, cannot be repaired because of and/or is the result of, or if there is otherwise, a circumstance as listed in article 10.2;
2. if no valid proof of guarantee or original invoice can be produced;
3. if the defect in the product arose because the product was stored, kept, handled and/or sealed improperly, expressly including but not limited to mould, rust and moisture damage;
4. if the Customer has not observed the operating, maintenance and usage instructions or other reasonably applicable instructions, expressly including but not limited to the storage requirements regarding air, light and cooling;
5. if Soolong uses or has used materials and/or auxiliary persons supplied and/or proposed by the Customer;
6. if the defect arose from and/or is the result of working methods, constructions and/or instructions of the Customer that Soolong followed or carried out;
7. if Soolong uses or has used parts originating from third parties, insofar as such third party has not given Soolong a guarantee.

Article 12: Force majeure

12.1. Soolong is not liable for any (partial) failure to fulfil its obligations and cannot be held to fulfil its obligations if, as a result of force majeure, Soolong is unable and/or cannot reasonably be expected to fulfil all or part of its (delivery) obligations under the Agreement.

12.2. Soolong is entitled to suspend the performance of its (delivery) obligations for the duration of a force majeure situation. If Soolong has suspended its obligations wholly or partly for more than two (2) weeks as a result of force majeure, or is permanently prevented from performing the Agreement, Soolong is entitled to terminate the Agreement wholly or partly with immediate effect, without any obligation on Soolong to pay compensation.

12.3. Soolong is also entitled to invoke force majeure if the circumstance preventing (further) performance arises after Soolong should have fulfilled its obligation.

12.4. Force majeure on the part of Soolong means circumstances that cannot reasonably be attributed to Soolong’s fault and should not reasonably be for its account. This includes in any case, but is not limited to: war (or the threat of war), epidemic, pandemic, (terrorist) attacks, revolutions, insurrection and/or civil unrest, riots, government measures, exceptional weather conditions, extraordinary insect plagues, illness of Soolong’s staff, strikes at Soolong, fire at Soolong, liquidity or solvency problems at Soolong, a failure in performance by, non-performance by and/or force majeure on the part of the (natural or legal) persons on whom Soolong depends in any way for the performance of the Agreement, unforeseeable stagnation at (sub)suppliers or other third parties on whom Soolong depends, and general transport problems at Soolong.

Article 13: Intellectual property rights

13.1. Unless expressly agreed otherwise in writing, the intellectual and industrial property rights relating to the products supplied by Soolong, such as copyrights, trademark rights, design rights, patent rights, sui generis database rights, etc., are vested exclusively in Soolong and/or its licensor(s).

13.2. Word marks, figurative marks, slogans, drawings, designs, calculations, examples, samples, colours, sounds, designs, taste descriptions, weight, size and price specifications, etc. made by or on behalf of Soolong remain the property of Soolong. They may not be given or shown to third parties with the aim of obtaining a comparable Quotation. Nor may they be copied or otherwise reproduced. If no order is placed, these documents will be returned to Soolong at the Customer’s expense within fourteen (14) days of a request to that effect by Soolong or – at Soolong’s request – destroyed. Soolong’s copyright and all other intellectual or industrial property rights also continue to apply in full.

13.3. The Customer undertakes to take sufficient measures to ensure the confidentiality of information of a confidential nature from Soolong of which it becomes aware in the performance of the Agreement.

Article 14: Confidentiality

14.1. The Customer, its staff and the third parties it engages are not permitted to disclose or otherwise make available to third parties the information, data, ideas, material or any other form of confidential data made available to the Customer by Soolong in the context of the Agreement or that has otherwise come to the Customer’s knowledge – expressly including, but not limited to, information about the products that Soolong supplies to the Customer and/or has made for the Customer, any rates agreed or communicated and/or other information about Soolong’s business – unless:

1. the Parties have agreed to this in writing in advance; or
2. disclosure follows from applicable laws or regulations.

14.2. Furthermore, the Customer – including its staff and the third parties it engages – is not entitled to use the information, data, ideas, material or any other form of confidential data made available to the Customer by Soolong in the context of the Agreement or that has otherwise come to the Customer’s knowledge – expressly including, but not limited to, information about the products that the Customer supplies to Soolong and/or that have been made on behalf of or for Soolong, any rates agreed or communicated and/or other information about Soolong’s business – for any purpose other than that for which it was obtained, unless:

3. the Parties have agreed to this in writing in advance; or
4. disclosure follows from applicable laws or regulations.

14.3. If the Agreement between the Parties has ended or the work has been carried out, the Customer must, at Soolong’s first request, return to Soolong or destroy – at Soolong’s option – within thirty (30) days of a request to that effect by Soolong, the information, data, ideas, material or any other form of confidential data made available to the Customer by Soolong in the context of the Agreement or that has otherwise come to the Customer’s knowledge, expressly including, but not limited to, information about the products that Soolong supplies to the Customer and/or has made for the Customer, any rates agreed or communicated and/or other information about Soolong’s business.

14.4. In the event of a breach of the provisions of this article 14 by the Customer, its staff or a third party it engages, the Customer forfeits an immediately payable penalty of fifty thousand euros (€ 50,000) per breach and five thousand euros (€ 5,000) for each day the breach continues, without prejudice to Soolong’s right to compensation for all damage actually suffered and costs incurred.

Article 15: Suspension and termination

15.1. Soolong is entitled, without any further notice of default being required and without being obliged to pay any compensation, to terminate the Agreement wholly or partly or to suspend the fulfilment of its obligations if:

1. the Customer does not fulfil its obligations under the Agreement, or does not fulfil them on time or in full;
2. Soolong has good reason to fear that the Customer will not fulfil its obligations, or will not fulfil them on time or in full;
3. the Customer has applied for bankruptcy, a suspension of payments or debt restructuring, or has been declared bankrupt, has been granted a suspension of payments or has been admitted to a debt restructuring scheme;
4. goods or claims of the Customer have been attached;
5. the Customer (a company) is dissolved;
6. the Customer (a natural person) is placed under guardianship or dies;
7. Soolong asked the Customer, when concluding the Agreement, to provide security for performance and this security is not provided or is insufficient;
8. as a result of force majeure.

15.2. In the event of both suspension and termination under paragraph 1, Soolong is entitled to demand immediate payment for the raw materials, materials, parts and other goods it has reserved and/or taken into processing for the performance of the agreement, as well as for products already completed, all at the value that must reasonably be attributed to them. In the event of termination under paragraph 1, the Customer is obliged, after payment of the amount due under the previous sentence, to take possession of the goods included in it, failing which Soolong is entitled to store these goods at the Customer’s expense and risk or to sell them for the Customer’s account.

15.3. If the Agreement is suspended or terminated, Soolong’s claims against the Customer are immediately due and payable.

15.4. The Customer is not entitled to claim termination of the agreement with retroactive effect.

15.5. In the event of infringement of rights of third parties, or of claims by third parties in the field of copyright, trademark, design or patent rights or other rights, Soolong is entitled to suspend or terminate production or delivery without prior consultation with and/or the consent of the Customer.

Article 16: Obligations after the end of the agreement

16.1. If the Agreement between the Parties has ended or the work has been carried out, neither party is obliged to continue the activities described in it and all obligations and rights of the parties end, with the exception of article 13 (intellectual property) and article 14 (confidentiality), which remain in force after expiry or termination.

Article 17: Applicable law and competent court

17.1. Dutch law applies to every Agreement between Soolong and the Customer.

17.2. Every dispute between Soolong and the Customer will be settled by the District Court of The Hague (Rechtbank Den Haag), provided that Soolong is always entitled to submit a dispute to the court that has jurisdiction under the law to hear the dispute concerned.

17.3. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) is expressly excluded.

Article 18: Language

18.1. These General Terms and Conditions were originally drawn up in the Dutch language and have been translated into various languages. In the event of any conflict between the Dutch text and a translated version, the Dutch text is always decisive and binding.