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Terms and Conditions

General Terms and Conditions of Delivery and Sale Dampf B.V. 

**Article 1 Definitions**

In these ‘general terms and conditions of delivery and sale,’ the following terms are defined as described below, applicable to both singular and plural:

– Any agreement concerning the delivery of products and/or services between Dampf B.V. B.V. and the buyer, including any modifications and additions thereto. The agreement includes these ‘general terms and conditions of delivery and sale’ in any case.

– Any party that enters into an agreement with Dampf B.V. or requests a quotation from Dampf B.V.

– A business-to-business sale, with no involvement of private parties.

– A private legal entity (private limited company) under Dutch law; these ‘general sales conditions’ of Dampf B.V.

– Communication on paper and via email.

– All intellectual property and neighbouring rights.

– The name and password of the network provided by Dampf B.V., which allows the buyer and users access to the product.

– An invitation communicated by one party to another to enter into a legally binding contract under certain conditions; Dampf B.V. and the commercial buyer.

– All products and services offered by Dampf B.V. subject to a quotation, offer, or agreement between Dampf B.V. and the buyer.

– The software developed by Dampf B.V.

– A natural person to whom the buyer has granted the right to use and access the product.

**Article 2 Quotation, Confirmation, or Agreement**

(a) These terms and conditions are written for commercial sales transactions by Dampf B.V. and apply to and form an integral part of all quotations, offers, and sales by Dampf B.V., as well as any acceptance, confirmation, and ratification by Dampf B.V. of orders placed by the buyer, unless expressly agreed otherwise in writing with Dampf.

(b) Any terms and conditions mentioned in any document or documents issued by the buyer before or after issuance by Dampf B.V. of any document setting out these ‘general sales and delivery conditions’ or referring to them are expressly rejected and set aside by Dampf B.V., and such terms and conditions are in no way binding on any sale to the buyer by Dampf B.V.

(c) Quotations issued by Dampf B.V. can be accepted within the period specified in the quotation by Dampf B.V. or, if no period is specified, within thirty (30) days from the date of the quotation, but any quotation may be withdrawn or revoked by Dampf B.V. at any time prior to Dampf B.V. receiving notice of acceptance of the relevant quotation by the buyer.

**Article 3 Prices**

The prices stated in a quotation, confirmation, or agreement are in euros, based on delivery ex-factory (Incoterms most recent version) from Dampf B.V.’s production location or any other location designated by Dampf B.V., unless expressly agreed otherwise in writing between the buyer and Dampf B.V., and include taxes, duties, or similar charges that are applicable now or at any future time according to the law to the products or other costs.

**Article 4 Payment**

(a) Dampf B.V. may invoice the price of the delivered products to the buyer after delivery of the products in accordance with the applicable Incoterms, unless otherwise agreed in writing between Dampf B.V. and the buyer. Net payment is due within fourteen (14) days from the invoice date, unless otherwise agreed in writing between Dampf B.V. and the buyer. All payments must be made to the specified address of Dampf B.V.. If delivered in instalments, each instalment may be separately invoiced and shall be payable on the due date. No discount is granted for early payment, unless Dampf B.V. has agreed to such discount in writing. In addition to all other legal rights and remedies that Dampf B.V. may have under applicable law, to the extent permitted by law, interest at a rate of two percent (2%) per month or, if higher, at the applicable statutory commercial interest rate shall be charged on all overdue payments from the due date until the date of full payment.

(b) All deliveries of products agreed to by Dampf B.V. are at all times subject to the determination of the required creditworthiness of the buyer by Dampf B.V.. If, in the opinion of Dampf B.V., the financial situation of the buyer at any time is such that it is not responsible to proceed with the production or delivery of products on the above payment terms, Dampf B.V. may stipulate full or partial payment in advance or other payment terms as a condition for delivery and may suspend, postpone, or terminate credit, delivery, or any other act or operation on the part of Dampf B.V. under the agreement.

(c) If the buyer fails to pay any due costs or charges, or is otherwise in default, Dampf B.V. has the right to refuse performance of the agreement and/or delivery of products until the buyer has paid the amounts due, and Dampf B.V. may suspend, postpone, or terminate credit, delivery, or any other act or operation on its part under the agreement. This right shall apply in addition to and not in lieu of any other rights and remedies available under the agreement or the law.

**Article 5 Delivery and Quantities**

(a) Products are delivered ex-factory (Incoterms most recent version) as indicated by Dampf B.V., unless otherwise agreed in writing. Delivery dates specified or confirmed by Dampf B.V. are approximate only, and Dampf B.V. shall not be liable for, nor deemed to be in breach of its obligations to the buyer if delivery is made within a reasonable time before or after the specified delivery date. Dampf B.V. undertakes to make reasonable commercial efforts to meet the delivery dates specified or confirmed by it, provided that the buyer provides all necessary order and delivery data within a reasonable time before the relevant delivery date.

(b) The buyer shall notify Dampf B.V. in writing if delivery has not taken place and shall allow Dampf B.V. a period of thirty (30) days to remedy the non-performance. If Dampf B.V. does not deliver within this thirty (30) day period, the sole and exclusive remedy for the buyer is the option to terminate the relevant unperformed parts of the agreement.

(c) Ownership of the products passes to the buyer upon full payment of the purchase price, including any due interest and/or costs, and (to the extent permitted by applicable law) upon full payment for any other products ordered by the buyer and/or payment of any claim arising from or related to the agreement. Until ownership of the products has passed to the buyer, the buyer shall not modify, transfer, or pledge the products to a third party or grant any right or ownership of the products to a third party or transfer, except as required in the normal course of business. The buyer shall ensure that the products remain identifiable as products obtained from Dampf B.V. The buyer shall provide Dampf B.V. (or its representative) with free access to the location where the buyer has stored the products at all times. If the buyer fails to meet its payment obligations to Dampf B.V. or gives rise to a belief that it will not fulfill its payment obligations in full or in part, the buyer, at the request of Dampf B.V., is obliged to return at its own expense those products of which ownership has not yet passed, and the buyer undertakes to cooperate with Dampf B.V. (or its representative) to enable Dampf B.V. to collect its products. The risk of loss associated with the products passes to the buyer upon delivery by Dampf B.V. in accordance with the applicable Incoterms.

(d) If Dampf B.V.’s production is limited for any reason, Dampf B.V. has the right to distribute the available production and products entirely at its discretion among its customer base, and depending on the circumstances, this may result in fewer products being sold and delivered to the buyer than specified in the agreement, without any responsibility or liability to the buyer for any resulting damage.

**Article 6 Force Majeure**

(a) Dampf B.V. shall not be liable for any failure or delay in the performance of an agreement if:

(i) the failure or delay is due to interruptions in the production process of the products; or

(ii) the failure or delay is due to force majeure as defined below and/or in the law or jurisprudence.

(b) If a failure or delay occurs as mentioned above, the performance of the relevant part or parts of the agreement shall be suspended as long as the relevant failure continues, but there shall be no responsibility or liability to the buyer on the part of Dampf B.V. for any resulting damage.

(c) The term ‘force majeure’ is meant to refer to circumstances or events – whether or not foreseeable at the time of entering into the agreement – which, by standards of reasonableness, are beyond the control of Dampf B.V. and as a result of which it cannot reasonably be required to fulfil its obligations. This definition also extends to force majeure and/or failure on the part of any of Dampf B.V.’s suppliers. If the force majeure situation continues for a period of three (3) consecutive months (or if it is reasonably expected by Dampf B.V. to extend for a period of three (3) consecutive months), Dampf B.V. has the right to wholly or partially terminate the agreement, without any liability to the buyer.

**Article 7 Rights Associated with Software, Documentation, and Intellectual Property**

(a) Subject to the further provisions included herein, the sale of goods by Dampf B.V. to the buyer grants a non-exclusive and non-transferable limited license to use the relevant intellectual property rights of Dampf B.V. and/or its affiliated companies used in connection with the goods sold by Dampf B.V. to the buyer.

(b) To the extent that software and/or documentation is embedded in or supplied with the goods sold by Dampf B.V. to the buyer, the sale of such goods does not transfer ownership of the relevant software and/or documentation rights to the buyer but solely grants, subject to the further provisions herein, a non-exclusive and non-transferable license to the buyer for the software used for the goods and/or documentation used in conjunction with and as embedded in or supplied with the goods sold by Dampf B.V. to the buyer.

(c) Notwithstanding any contrary provisions herein, these ‘general terms and conditions of delivery and sale’ shall not be interpreted to directly or indirectly (by implication), through estoppel, or otherwise, grant to the buyer or third parties any right, license, or immunity under Dampf B.V.’s IP or the intellectual property rights of third parties, other than those expressly granted under these ‘general terms and conditions of delivery and sale.’

(d) The following is prohibited for the buyer: (a) modifying, adapting, altering, or translating – or creating derivative works based on – software embedded in or provided by Dampf B.V. in connection with goods; (b) assigning, sublicensing, renting, lending, transferring, disclosing, or otherwise making available the aforementioned software; (c) merging the aforementioned software with or including it in any other software; or (d) reverse assembling, decompiling, disassembling, or otherwise attempting to derive the source code thereof without the written consent of Dampf B.V., unless expressly permitted under applicable law.

Article 8 – Limited Warranty; Disclaimer of Liability

(a) Dampf B.V. warrants that, under normal use in accordance with the accompanying user manual, the products (excluding any software that is not embedded in or delivered with goods by Dampf B.V. or software for which third parties hold copyright) at the time of delivery to the buyer and for a period of twelve (12) months from the delivery date (or any other period agreed upon in writing by the parties or communicated in writing by Dampf B.V. at the time of sale) will be free from defects in materials and workmanship and will substantially conform to Dampf B.V.’s specifications for the respective product or, if applicable, other specifications to which Dampf B.V. has agreed in writing. Labor, (dis)assembly, and/or (dis)installation costs are excluded from this warranty. The sole and exclusive obligation of Dampf B.V. and the sole and exclusive remedy of the buyer for claims under this warranty are limited to, at the option of Dampf B.V., [1] repairing, or [2] providing a replacement for the defective or non-conforming product, or [3] an appropriate compensation for its purchase price. Dampf B.V. will be allowed a reasonable time for such repair, replacement, or compensation. Dampf B.V. is entitled to, at its own discretion, replace the defective or non-conforming product with a product having minor deviations in design and/or specifications that do not affect the operation of the agreed-upon product(s). Non-conforming or defective products become the property of Dampf B.V. once they have been replaced or compensation has been awarded.

(b) Products may only be returned by the buyer to the designated location of Dampf B.V. in accordance with Dampf B.V.’s then-current guidelines for returning goods under warranty. If a claim under warranty is found to be valid, Dampf B.V. will bear the transportation costs. If it is determined that returned products are not defective and conform to the specifications, the buyer shall pay the price of these products plus any costs incurred for transport, testing, and handling.

(c) Notwithstanding the above, Dampf B.V. has no obligations under the warranty if it is determined that the alleged defect or non-conformance is due to environmental testing or testing under special operating conditions, misuse, use other than as described in the applicable user manual, inadequate care, improper installation, or an accident, or due to improper repair, alterations, or modifications, or storage or transportation, or mishandling of the product.

(d) Subject to applicable mandatory provisions of law, the express warranty set forth above is applicable solely to the buyer and not to its customers and/or affiliates, and it supersedes all other warranties, whether express or implied, including but not limited to any implied warranties of fitness for a particular purpose, merchantability, or non-infringement of intellectual property rights. All other warranties are hereby specifically disclaimed by Dampf B.V.

(e) Subject to the exclusions and limitations set forth in Article 10 of these General Terms and Conditions of Sale, the foregoing represents the full liability of Dampf B.V. and its affiliated companies in connection with defective or non-conforming products delivered under these terms.

Article 9 Indemnification for Intellectual Property Rights

(a) Dampf B.V. shall, at its own expense: (I) defend the buyer in the event that a third party initiates legal proceedings against the buyer, to the extent that such proceedings are based on a claim that any product delivered by Dampf B.V. under an agreement would directly infringe upon a patent, copyright, trademark, or trade secret of the asserting party; and (ii) indemnify the buyer for payment of damages and costs imposed in a final judgment in such proceedings, to the extent that such judgment is solely and exclusively attributable to the relevant infringement.

(b) Pursuant to the preceding paragraph, Dampf B.V. shall have no obligation or liability to the buyer:

(1) If Dampf B.V. is not: [i] promptly notified in writing of such a claim as referred to herein; [ii] given the exclusive right to conduct the investigation, preparation, defence, and settlement of such a claim, including the selection of counsel; and [iii] reasonably supported and assisted by the buyer in such investigation, preparation, defence, and settlement;

(2) If the claim is initiated after a period of three (3) years from the date of delivery of the product;

(3) To the extent that the claim arises from [i] modification of the product when the claim of infringement could have been avoided by using the unmodified product, or [ii] design, specifications, or instructions provided by the buyer;

(4) To the extent that the claim is based directly or indirectly on the quantity or value of products manufactured using the product or the frequency or intensity of the use of the product, regardless of whether such claim is based on the product itself or its use infringing or contributing to the infringement of intellectual property rights of the asserting party;

(5) Due to the unauthorized use or distribution of the product or use beyond the product’s specifications;

(6) To the extent that such a claim arises from the buyer producing, using, selling, offering for sale, importing, or otherwise disposing of products after notice from Dampf B.V. to cease such activity, provided that such notice will only be given when the product is or, in the opinion of Dampf B.V., is likely to become the subject of such an infringement claim;

(7) For any costs incurred by the buyer without the prior written consent of Dampf B.V.;

(8) To the extent that the claim is based on prototypes, open-source software, or software provided to Dampf B.V. and/or its affiliated companies by the buyer or one or more persons designated by the buyer;

(9) To the extent that the claim arises from the infringement or alleged infringement of third-party intellectual property rights that cover a standard established by a standardization body and/or agreed upon between at least two companies;

(10) Due to the infringement of third-party intellectual property rights that cover the production, testing, or application of an assembly, circuit, combination, method, or process in which the product may have been used;

(11) Due to the infringement of third-party intellectual property rights about which Dampf B.V. or an affiliated company has informed the buyer or for which Dampf B.V. or an affiliated company has issued a statement (in a datasheet or other specifications relating to the product or elsewhere) that a separate license must be obtained.

**(c)** Regarding claims for infringement as specified in the preceding Article 9(b), the buyer is obliged to indemnify Dampf B.V. and its affiliated companies against all damages and costs arising from or related to such claims and to reimburse Dampf B.V. and its affiliated companies for all costs incurred in defending against any claim, demand, lawsuit, or proceeding related to such infringement, provided that Dampf B.V. promptly notifies the buyer in writing of any such lawsuit or proceeding for infringement.

**(d)** If, with respect to a product, a claim for infringement as referred to in the preceding Article 9(a) has been or, in the opinion of Dampf B.V., is likely to be instituted, or if Dampf B.V. receives notice from a third party alleging infringement of third-party intellectual property rights in relation to the products, Dampf B.V. has the right, without any obligation or liability and at its sole discretion, to: (i) obtain for the buyer the right to continue using and selling the product; (ii) provide for the replacement of the product with a product that does not infringe, or (iii) modify the product in such a way that it no longer infringes in its new form; (iv) repurchase the product from the buyer for the original price paid by the buyer minus a reasonable depreciation, or (v) suspend or terminate deliveries to the buyer of the products or components to which such notice relates, or (vi) terminate any agreement to the extent that it relates to the relevant product.

**(e)** Subject to the exclusions and limitations set forth in Article 9 of these General Terms and Conditions, the foregoing sets forth the entire liability and obligation of Dampf B.V. to the buyer and is the buyer’s sole remedy with respect to any actual or alleged infringement of any intellectual property rights or any other property rights of any kind.

**Article 10 – Limitation of Liability:**

**(a)** Dampf B.V. shall not be liable for lost profits, lost savings, loss of reputation, loss of goodwill, consequential damages, or penalties, whether imposed by way of punishment or otherwise, or arising out of or relating to the agreement or the sale of products or services by Dampf B.V. or their use, regardless of whether such damages are based on tort, warranty, contractual relationship, or any other legal basis, even if Dampf B.V. has been informed of or is aware of the possibility of such damages.

**(b)** The total and cumulative liability of Dampf B.V. to the buyer under any agreement is limited to an amount equal to ten percent (10%) of the amount involved in the relevant agreement.

**(c)** Any claim by the buyer for damages must be submitted by the buyer within thirty (30) days from the date of the event giving rise to the claim, while any legal action related to such a claim must be initiated within six (6) months from the date of the claim. Claims not filed in accordance with these provisions shall be null and void.

**(d)** The limitations and exclusions set forth in this article are only applicable to the extent permitted by law.

**Article 11 – Confidentiality:**

The buyer acknowledges that all technical, commercial, and financial data disclosed by Dampf B.V. and/or its affiliated companies to the buyer constitutes confidential information of Dampf B.V. and/or its affiliated companies.

The buyer is prohibited from disclosing any of this confidential information to third parties or using it for any purpose other than that agreed upon by the parties within the scope of the sales transaction contemplated in this document.

Please note that legal documents and agreements can be complex, and precise translations are essential for their validity and understanding. If you have any specific questions or need further assistance with legal matters, it’s advisable to consult with a legal professional or translator experienced in the relevant jurisdiction and language.

Here’s the translation of Article 12, Article 13, and Article 14 from Dutch to English:

**Article 12 – Import and Export Control:**

**(a)** The buyer acknowledges that certain transactions of Dampf B.V. are subject to export control laws and regulations, including but not limited to those of the United Nations (UN), the European Union (EU), and the United States (US) (“Export Control Laws”), which prohibit the export or diversion of certain products and technologies to certain countries. All obligations of Dampf B.V. to (re)export or transfer products, as well as any technical assistance, training, investment, financial assistance, financing, and so-called brokering, are subject in all respects to such export control laws and will, from time to time, be subject to the licenses for and the delivery of products and technologies abroad by persons subject to the jurisdiction of the authorities responsible for such export control laws. When the delivery of products, services, and/or documentation requires an export or import license from certain authorities or is otherwise restricted or prohibited due to export/import control laws, Dampf B.V. may suspend its obligations and the rights of the buyer/end-user until such license is granted or for the duration of such restrictions or prohibitions. Dampf B.V. may even cancel the order in question in all cases without incurring any liability towards the buyer or end-user.

 

**(b)** The buyer guarantees that they will comply in all respects with the (re)export and transfer restrictions in such export control laws or export licenses (if applicable) for each product delivered to the buyer.

**(c)** The buyer shall take all reasonable measures necessary to ensure that they do not violate such export laws.

**(d)** The buyer shall indemnify Dampf B.V. against all direct and indirect damages, losses, and costs (including reasonable attorney’s fees) and punitive damages and other liability resulting from claims arising from the buyer’s failure to comply with the provisions of this article.

**(e)** The buyer acknowledges that the obligations contained in this agreement shall survive the termination of any agreement or other arrangement under which the products, software, or technology have been provided to the buyer. Additionally, the buyer understands that in the event of a conflict between the provisions of this agreement and any other document in effect between the buyer and Dampf B.V., the provisions of this agreement shall prevail and be binding on the buyer.

**Article 13 – Assignment and Setoff:**

**(a)** The buyer is not allowed to transfer any rights or obligations under the agreement without prior written consent from Dampf B.V.

**(b)** The buyer is not entitled to withhold or reduce any payments or set off existing and future claims against any payments due for products sold under the agreement or any other agreement that the buyer or any of its affiliated companies may have with Dampf B.V.

**(c)** The buyer agrees to make the payments due without regard to any claimed setoff asserted by the buyer or on their behalf.

**Article 14 – Anti-Bribery:**

**(a)** The buyer agrees to comply with national anti-bribery legislation and all other laws that are enacted by ratification of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (including the U.S. Foreign Corrupt Practices Act). In general, the law prohibits bribing or making corrupt payments to a public official in order to obtain or retain business, direct business to any particular person, or gain improper advantages.

**(b)** If the buyer fails to comply with a provision of this article, it shall constitute grounds for immediate termination of an agreement by Dampf B.V. (or an affiliated company), without incurring any liability to the buyer. In the event of such termination, [i] Dampf B.V. is in no way obligated to deliver any products to the buyer, [ii] the buyer is responsible and obligated to indemnify Dampf B.V. for damages, claims, fines, or other losses (including attorney’s fees) imposed on Dampf B.V. or suffered or paid by Dampf B.V. as a result of the buyer’s non-compliance with this article, and [iii] Dampf B.V. is entitled to any other remedies available to Dampf B.V. at law. The provisions of this article shall remain in effect after the expiration or termination of this agreement.

**(c)** Dampf B.V. conducts business only with companies that respect the law and adhere to ethical standards and principles. Should Dampf B.V. receive information indicating otherwise, Dampf B.V. will inform the buyer and the buyer undertakes to cooperate and provide Dampf B.V. with all necessary information to determine the validity of any allegation received and whether the agreement should remain in effect. Such information includes but is not limited to accounting, records, documents, or other files.

Please note that legal documents and agreements can be complex, and precise translations are essential for their validity and understanding. If you have any specific questions or need further assistance with legal matters, it’s advisable to consult with a legal professional or translator experienced in the relevant jurisdiction and language.

**Article 15 – Applicable Law; Jurisdiction:**

**(a)** All quotations, confirmations, and agreements are subject to and shall be interpreted according to Dutch law.

**(b)** The buyer and Dampf B.V. shall initially attempt to resolve, through consultation and negotiation in good faith and in an atmosphere of mutual cooperation, any dispute arising out of or related to any agreement. All disputes that cannot be settled amicably shall be subject to the exclusive jurisdiction of the court in The Hague, Netherlands, provided that Dampf B.V. is at all times entitled to take legal action or initiate proceedings against the buyer in any other competent court.

**(c)** The United Nations Convention on Contracts for the International Sale of Goods is not applicable to any quotation, confirmation, or agreement. Nothing in this article shall be construed or interpreted as limiting the right of either Dampf B.V. or the buyer to obtain interim relief or other judicial measures under applicable law or to take steps to secure recourse against the other party.

**Article 16 – Breach and Termination:**

**(a)** Without prejudice to any rights and remedies that Dampf B.V. may have or be entitled to under the agreement or the law, Dampf B.V. may terminate the agreement or any part thereof with immediate effect by means of written notice to the buyer without any liability whatsoever if:

[a] any provision of the agreement is violated or not respected by the buyer;

[b] any insolvency, bankruptcy (including reorganization), liquidation, or dissolution proceeding is initiated with respect to the buyer (whether such proceeding is voluntary or involuntary, initiated by the buyer or otherwise), the buyer is placed under administration or receivership, or a transfer occurs for the benefit of the buyer’s creditors;

[c] there is a change in control or ownership of the buyer.

**(b)** Once any of the events mentioned above occurs, all payments to be made by the buyer under the agreement become immediately due and payable. In the event of cancellation, termination, or nullification of an agreement, the terms and provisions intended to survive such cancellation, termination, or nullification shall indeed remain in effect.

**Article 17 – Miscellaneous Provisions:**

If, as a result of a determination by a competent court or as a result of any future action by a legislative or administrative body, one or more provisions of these general terms and conditions lose their validity or cannot be enforced, this shall not affect the validity or enforceability of the other provisions. If, in the end, it is found that any provision of these general terms and conditions is not lawful or enforceable, the respective provision shall be deemed to have been removed from these general terms and conditions, while all other provisions shall remain fully valid and effective, and the provision that is deemed not to be lawful or enforceable shall be replaced by a provision of similar effect that reflects the original intent of the provision, to the extent permitted by law.

Please note that legal documents and agreements can be complex, and precise translations are essential for their validity and understanding. If you have any specific questions or need further assistance with legal matters, it’s advisable to consult with a legal professional or translator experienced in the relevant jurisdiction and language.

 

If you have any questions about our T&C, please contact us by mail: info@dampf-hotel.com

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