with its registered office at Rondweg 60E in (8091XK) Wezep, the Netherlands,
filed with the Chamber of Commerce and Industry for Veluwe en Twente, the Netherlands/ with the Registry of the District Court in Enschede on March 23 rd 2007 under file (or other) number 08151647 Upon request, these General Sales and Delivery Terms and Conditions shall be sent at no cost to the requesting party by e-mail or mail.
a. In these General Terms and Conditions, the following terms shall have the following meanings: "CMS": the private company with limited liability Cádo Motus Skating BV;
b. "the Customer": any person or legal entity that wishes to conclude or has concluded an agreement with CMS, electronically or otherwise, for delivering skeeler, skate and skateboard materials and furnishing demonstration or test materials, as well as performing work and/or delivering related or other items and/or services, of whatever nature;
2.1. These General Terms and Conditions shall apply to all offers by CMS and to all agreements between CMS and the Customer.
2.2. Supplemental and/or different terms and conditions – including purchase terms and conditions – of the Customer shall not constitute part of the agreement between CMS and the Customer and shall therefore not be binding on CMS, unless CMS has expressly accepted these supplemental and/or different terms and conditions in writing.
2.3. If there is a conflict between these General Terms and Conditions and the Customer's, these General Terms and Conditions shall prevail, unless CMS has confirmed to the Customer in writing that different terms and conditions shall prevail.
2.4. If these General Terms and Conditions are modified early or otherwise, the modified version shall constitute part of any agreement formed between CMS and the Customer after the modification takes effect.
3. Proposal, order and formation of agreement
3.1. All quotes and offers by CMS shall be entirely without obligation, unless expressly stated to the contrary in writing. If a quote or offer by CMS includes a no-obligation proposal and this proposal is accepted by the Customer, CMS shall be entitled to revoke this proposal within two business days after becoming aware of the acceptance by the Customer. Unless expressly agreed otherwise, CMS's quotes and offers shall be valid for 30 days.
3.2. The agreement between CMS and the Customer shall be formed by placing or providing an electronic order (through the Internet) or instruction with CMS and the acceptance of this order or instruction by CMS. By placing its electronic order or furnishing the instruction, the Customer shall accept these General Terms and Conditions.
3.3. Acceptance by CMS as referred to in the previous paragraph may occur through any means of communication. This shall also apply if the Customer's order or instruction has been placed electronically. Acceptance (or an order confirmation) by CMS shall in any event include an electronic or other invoice with payment instructions.
3.4. CMS shall not have any obligation whatsoever to furnish the Customer with a means for detecting or correcting input errors by the Customer. The content of the Customer's instruction or order as received by CMS shall be considered correct by the parties. The Customer shall bear the expense and risk of input errors or other errors made in furnishing the order or instruction.
3.5. The information relating to the Customer and the agreement between CMS and the Customer as formed electronically shall not be accessible through the Internet.
4. Privacy and safety
4.1. All information (including payments) furnished by the Customer to CMS through its website shall be secured through a user name and password and secured, encrypted communication technology, specifically, SSL (Secure Socket Layer).
4.2. CMS follows a privacy and safety policy which can be viewed on its website and shall be sent upon request.
5. Remote purchases
5.1. If and insofar as the Customer is a natural person who is not acting in connection with practicing a profession or operating a business, and there is remote buying as referred to in Article 46a et seq . of Book 7 of the Dutch Civil Code, the provisions in this Article 5 shall apply as well.
5.2. Supplementary to Article 16, the Customer shall be entitled to cancel the remote purchase, without stating a reason, within seven business days after receiving the items delivered by CMS or the formation of the agreement to provide services. The Customer must cancel the purchase by written notice sent to CMS, which CMS must have received within the period referred to in the previous sentence.
5.3. In the situation described in Article 5.2, the Customer must return the items delivered unused in the original packaging and with the original shipment document and must itself pay the costs of returning the items.
5.4. The provisions in Article 5.2 shall not apply if the agreement between CMS and the Customer pertains to:
a. items or services created or realized in accordance with the Customer's specifications;
b. services which the Customer and CMS agreed CMS would start to perform within seven business days after the formation of the agreement.
5.5. The provisions in Article 8 shall, to the exclusion of Article 46f, Book 7, of the Dutch Civil Code, apply to deliveries by CMS.
5.6. References in this Article 5 to Book 7 of the Dutch Civil Code shall, if applicable, also include Directive 97/7/EC of the European Parliament and Council (OJ EC 1997 L 144/19).
6. Prices and rates
6.1. Items shall be sold, delivered and furnished, and work and/or services performed, at the prices and rates applied by CMS at the time the agreement is formed.
6.2. Unless expressly agreed otherwise in writing with the Customer or expressly stated otherwise, all prices and rates applied by CMS shall not include sales tax or VAT and shall not include any other government levies or administrative, installation, assembly, transportation or shipment costs or import duties.
6.3. CMS reserves the right to change prices and rates. Unless otherwise agreed, changed prices and rates shall apply as of the time they are introduced.
6.4. In the event of a price and/or rate increase, CMS shall inform the Customer insofar as reasonably possible. If the Customer does not agree to the price and/or rate increase announced by CMS, the Customer shall, if the announced price/rate increase exceeds 30%, be entitled to rescind the existing agreement with CMS through a written extrajudicial statement to be sent to CMS. If CMS has not received this statement within 30 days after receipt by the Customer of the notice concerning the price and/or rate increase, or at least as of the time the Customer could reasonably have been aware of the price and/or rate increase, the Customer shall be deemed to have agreed to the price and/or rate increase.
7. Invoicing and payment
7.1. Unless expressly agreed otherwise with the Customer, invoicing by CMS shall occur after the order or instruction simultaneously with the acceptance of the order or instruction by CMS (or order confirmation).
7.2. Unless expressly agreed otherwise in writing, the Customer must provide payment in conformity with the payment instructions to be furnished by CMS, but in any event within 14 days after the invoice date into a bank and/or giro account designated by CMS.
7.3. Payments made by the Customer shall be applied first to pay all interest and costs owed and only then to pay the invoices which are due and which have been outstanding the longest, even if the Customer states that the payment pertains to a later invoice.
7.4. The Customer may not set off its payment obligation vis‑à‑vis CMS against a claim by the Customer against CMS on whatever account, unless CMS provides express, written permission.
7.5. CMS shall be entitled at any time to demand a pre-payment, cash payment or security for the Customer's payment.
7.6. The payment period referred to in Article 7.2 shall be a strict deadline. If the Customer does not pay on time, it shall therefore be in default without a notice of default, and CMS shall be entitled to charge the statutory or other interest rate, with a minimum of 7% (seven percent) on an annual basis, as of the due date.
7.7. If the Customer does not pay or does not pay on time, the Customer shall owe CMS out-of-court costs in addition to the interest referred to in Article 7.6, which costs shall amount to 15% (fifteen percent) of the total invoice amount, with a EUR 150 minimum, without prejudice to CMS's right to charge the Customer the costs actually incurred, including any court costs, if these exceed the amount thus calculated.
7.8. If the Customer does not pay or does not pay on time, or does not fulfill or does not properly fulfill any obligation it has, CMS shall be entitled to rescind the agreement without court proceedings and to cease further delivery or performance of work and/or services, without prejudice to CMS's right to demand specific performance by or compensation from the Customer for the damage suffered as a result of rescission of the agreement.
8. Delivery and delivery periods
8.1. With respect to the interpretation of the delivery terms, the "Incoterms", edition 2000, issued by the International Chamber of Commerce in Paris, France, shall apply.
8.2. Delivery shall be made "ex works" (ex factory / ex warehouse), unless expressly agreed otherwise or expressly stated otherwise.
8.3. If applicable, the Customer shall indicate the desired manner of transportation with its order.
8.4. CMS shall deliver or furnish the items and/or products, or begin performance of the work and/or services, as soon as possible after receiving the Customer's payment, if the item/product ordered is at least in stock and it is possible to begin the work and/or services.
8.5. If the customer is a natural person as defined in Article 5.1 above, an order not delivered within 30 days of purchase can be cancelled. The invocation of the termination should be performed by the customer by means of a written notice sent to CMS, which CMS within 3 days after the last sentence should have reached term. With regard to other customers, stated or agreed delivery times are never regarded as a deadline.
8.6. CMS shall do everything reasonably possible to provide delivery on the agreed delivery date or within the agreed delivery period. Once it becomes aware of facts and/or circumstances which will make delivery on the agreed delivery date or within the agreed delivery period impossible, it shall inform the Customer as soon as possible, stating the expected new delivery date/period.
8.7. If the impediment to performance referred to in the previous paragraph continues for more than three months after the delivery date/period originally agreed on, the Customer shall be entitled to rescind the agreement through a letter sent by certified mail, without the parties being obliged to pay each other any compensation.
8.8. If, to execute the agreement, CMS needs information and/or documentation from the Customer and/or third parties, or if certain formalities must be fulfilled, the delivery period shall not start to run until all information and/or documentation is in CMS's possession and/or all formalities have been fulfilled
8.9. CMS shall be entitled to provide delivery in consignments.
8.10. If the Customer does not take possession of the items at the time they are offered, the Customer shall immediately be in default, and CMS shall then store and insure the items for a reasonable period at the Customer's expense and risk. If it has been agreed that the risk shall not pass until delivery, the risk for the items shall pass from CMS to the Customer at the time the Customer is in default.
8.11. CMS shall be entitled to suspend performance of its obligations vis‑à‑vis the Customer, as long as the Customer has not fulfilled all of its payment and other obligations pursuant to any existing legal relationship with CMS. This suspension shall apply until the Customer has completely fulfilled its obligations vis‑à‑vis CMS.
9. Force majeure
9.1. " Force majeure " shall refer to any failure to perform the agreement which cannot be attributed to CMS or the Customer, because it is not the fault of CMS or the Customer, nor is CMS or the Customer accountable for this pursuant to law or generally accepted standards.
9.2. If there is a temporary situation of force majeure , including the situation in which a good/product ordered by the Customer is temporarily no longer in stock, CMS shall be entitled to extend the intended delivery period by the time during which the temporary force majeure situation will continue.
9.3. In the case of a permanent situation of force majeure , including a situation which CMS or the Customer cannot or cannot reasonably control, and which makes it impossible to deliver or furnish the items or products or to perform the work and/or services, including the situation in which an item purchased is sold out and it cannot or can no longer be manufactured, CMS or the Customer shall be entitled to rescind the agreement without court proceedings. Subject to the provisions in Article 6:78 of the Dutch Civil Code, the Customer may not claim any compensation from CMS in a force majeure situation for the damage suffered by it.
10. Retention of title and risk
10.1. CMS shall retain title to all movable or other items delivered by it to the Customer, as long as the Customer has not fulfilled its payment or other obligations vis‑à‑vis CMS under agreements to deliver or furnish items or products and/or to perform work and/or services, including claims regarding a breach of such agreements.
10.2. The other party may not sell, encumber or create any limited right on items delivered by CMS to which it has retained title, or otherwise dispose of these items contrary to the retention of title, except as part of normal business operations.
10.3. If the other party fails to perform its obligations under the agreement, it shall be in default by operation of law and, subject to the provisions in Article 16, CMS shall be entitled to take back all items to which it has retained title, without a further notice of default.
The other party shall give CMS the opportunity to do this and shall grant CMS access to the sites where the items are located.
11. Complaints; return shipments
11.1. Unless otherwise agreed, the Customer must provide written notice of complaints to CMS about the items or products delivered or furnished or the work and/or services performed within 10 business days after the items or products are delivered or furnished or the work and/or services have started to be performed. The complaints must be described clearly. In the absence of such notice, any claim against CMS shall be extinguished with respect to defects in the items or products delivered or furnished or flaws in the work and/or services performed.
11.2. Unless otherwise agreed, the Customer shall only be entitled to send back items or products to CMS if items or products are delivered or furnished to the Customer which it did not order or these are damaged when they are delivered or furnished.
11.3. Unless expressly agreed otherwise, the Customer must return the items or products to be sent back with the original shipment document and/or original address label in the original packaging and must state in writing with the return shipment the reason for returning the items or products. After receiving the items or products sent back, CMS shall, if it deems the return shipment well‑founded, deliver or furnish the items or products ordered by the Customer and/or undamaged items or products as soon as possible.
12. Intellectual and industrial property rights
12.1. All copyrights and any other intellectual or industrial property rights, as well as similar rights, including neighboring rights and rights to protect databases, information and/or performance with respect to or in regard to items or products delivered and/or furnished by CMS to the Customer or work and/or services performed for the Customer shall be held exclusively by CMS. For purposes of application of this Article 12, "CMS" shall also include a third party from which CMS has acquired a license for the aforementioned rights regarding the aforementioned items, products, work or services.
12.2. Unless it receives prior written permission from CMS, the Customer may not (and this shall apply, if necessary, in addition to CMS's copyrights or other rights referred to in Article 12.1) fully or partly copy or publish (in original or copy form) any items or products delivered and/or furnished by CMS to the Customer, such as merchandise and/or promotional articles, or information provided by CMS in connection with services or work performed, if this occurs (a) for the benefit of a company, organization or institution or (b) its own practice, study or use which is not strictly private in nature, except if these General Terms and Conditions or the agreement expressly provide(s) otherwise.
12.3. If the Customer sees that third parties are infringing the rights referred to in Article 12.1, the Customer must notify CMS in writing immediately. The Customer itself shall not in any manner whatsoever take any action in or out of court against such infringement without CMS's written permission. If CMS decides to take action in or out of court against infringing third parties, the Customer shall, at CMS's expense, provide all assistance requested by CMS.
12.4. The Customer may not alter or remove (or cause to be altered or removed) any designation concerning the rights referred to in Article 12.1 or designation of trademarks or business names of CMS or third parties which appears in or on items or products delivered or furnished to it and/or documentation or data carriers furnished to it by CMS in connection with performing work and/or services, all of this in the broadest sense possible.
12.5. Unless expressly agreed otherwise in writing, no provision whatsoever in the agreement concluded with the Customer or ensuing agreements between CMS and the Customer shall serve to transfer the rights referred to in Article 12.1 to the Customer in whole or in part. The Customer shall acknowledge these rights and shall refrain from any form of direct or indirect infringement of these rights, on penalty of forfeiture of an amount, immediately due and payable in full, of EUR 40,000 (in words: forty thousand euros) for each breach, as well as EUR 4,000 (in words: four thousand euros) for each week that the breach continues, without prejudice to CMS's other rights in this regard, including the right to specific performance and/or full compensation.
13.1. The Customer shall not disclose to third parties any company information, expressly including products or parts of products in development, from CMS of which it has become or been made aware in any manner whatsoever.
13.2. Items matured or produced by CMS and/or the Customer as a result of joint developments may not be used for the purposes of third parties without CMS's prior written permission.
13.3. If the Customer breaches one of the provisions in this Article, it shall forfeit to CMS a penalty, immediately due and payable in full, of EUR 40,000 (in words: forty thousand euros) for each breach, as well as EUR 4,000 (in words: four thousand euros) for each week that the breach continues, without prejudice to CMS's other rights in this regard, including the right to specific performance and/or full compensation.
14. Personal data
14.1. If the items delivered or services performed by CMS include furnishing personal data, CMS may state guidelines to the Customer with respect to the applicable laws regarding personal data. The Customer shall strictly comply with these guidelines.
14.2. Unless the parties expressly agree otherwise, the Customer must inform the parties concerned whose personal data has been included in the addresses furnished that CMS has furnished the personal data concerning them to the Customer.
14.3. The Customer shall also comply with all of its obligations relating to privacy laws.
14.4. The Customer shall indemnify CMS against all third-party claims against CMS which result from the Customer's failure to comply (or failure to comply fully) with the provisions in this Article.
15.1. CMS shall provide a warranty of one (1) year on all articles and shall warrant that every item delivered satisfies normal reliability and usability requirements and existing government regulations. CMS shall periodically, within periods fixed beforehand, repair defects arising through normal – consistent with the intended purpose – use in or with articles falling under the CMS Warranty (hereinafter: "the warranty") at no cost. If the complaint is well‑founded, all shipment costs within the warranty period shall also be paid by CMS. CMS shall ascertain whether the warranty applies and shall determine the manner of repair and/or shipment. If CMS decides to replace the item and offers the Customer a completely new article, the Customer must make a new choice within six months.
15.2. If the Customer sends the article to be repaired or replaced, it must be placed in packaging which makes damage during transport impossible.
15.3. If a part is replaced during repairs within the warranty period, the part replaced shall be owned by CMS.
15.4. The Customer shall be given an additional three-month warranty for the part repaired; the existing warranty period shall simply continue for the rest of the article.
15.5. Cleaning of articles or parts thereof and errors in usage shall fall outside the warranty.
15.6. A claim may not be made under this CMS Warranty if the defect or wear and tear is obviously the result of negligent maintenance, or if this wear and tear can be considered normal (in light of, for example, the purchase date).
15.7. The CMS Warranty shall in any event not cover the following:
a) screw threads damaged through use;
b) cosmetic damage (after use) as a result of rubble or contact in a recreational connection or in connection with a game or contest;
c) damage-crack (after a crash);
d) the tub-shaped sole of the shoes becoming soft with higher temperatures in the sun (thermoplastic material);
e) normal wear and tear through intensive use;
f) parts of articles/products or products which are subject to wear and tear and therefore have a limited life, which shall assumed to be known, such as wheels, bearings, brake blocks, pivot points, shoe fastening devices, blades and so forth;
g) any damage arising as a result of use of parts from other brands or other types or as a result of use in connection with damaged parts/products.
The CMS Warranty may likewise not be claimed in the following cases:
h) if changes have been made to the article or device by third parties;
i) if the date on the delivery note has been changed or is illegible;
j) if defects arise through improper use or use not consistent with the intended purpose (such as use not in accordance with the accompanying operating instructions);
k) if parts of articles/products or products have been resold to a second or subsequent end user or to a third party carrying out a profession or business, without CMS's required permission,
l) damage through deliberate acts/omissions or gross negligence;
m) external calamities (such as lightning strikes, power outages, natural disasters and so forth);
n) if the Customer does not timely provide CMS with a location, opportunity or time for investigating and repairing the defect;
o) if the Customer remains in default and does not fulfill its obligations.
16. Termination of the agreement
16.1. CMS shall be entitled to rescind the agreement with the Customer with immediate effect for the future by providing written notice without a further prior notice of default if:
a) despite a proper notice of default, the Customer breaches any obligation it has;
b) a suspension of payments (temporary or otherwise) is granted to the Customer or the Customer is declared bankrupt, the Customer files a request for application of a debt rescheduling arrangement or the Customer is placed under conservatorship or administration;
c) an attachment is levied against the Customer on its property in respect of substantial debts, and this attachment is maintained for longer than two months;
d) the Customer ceases its business operations in whole or in part or otherwise winds up its business operations and/or radically changes its business activities without CMS's prior written permission or transfers its business activities to a third party.
16.2. If the agreement is terminated, all payments owed by the Customer to CMS shall become immediately due and payable in full.
16.3. CMS shall never be obliged to pay the Customer any compensation or payment on account of the aforementioned termination of the agreement, without prejudice to CMS's right to full compensation on account of the Customer's aforementioned breach of its obligations and without prejudice to CMS's other rights in this regard.
17. Samples and models
17.1. Any samples, demonstration and/or test materials, models, images or drawings made available to the Customer and/or dimensions, weights, colour schemes and/or configuration details stated for the products are only made available or given as a general indication and the products actually delivered do not have to comply with them.
17.2. Slight differences in the quantities, weights, dimensions, colour schemes and/or configuration details shall be accepted by the Customer.
17.3. The testing of samples, demonstration and/or test materials by or on behalf of the Customer or people to whom samples, demonstration and/or test materials have been made available by the Customer for test purposes, shall always be at the Customer's expense and general risk, with no exceptions.
18. Liability of CMS and indemnification
18.1. Although the intention is to give the utmost care to the content of the items, products, work and/or services provided by CMS, the absence of mistakes, defects or flaws cannot be guaranteed. CMS or those designing the items, products, work and/or services shall not be liable in any manner whatsoever for any mistakes, defects or flaws or for the use of the aforementioned items, products, work and/or services by the Customer. CMS shall therefore only accept legal obligations to pay compensation insofar as apparent from this Article 18.
18.2. The presence of a defect shall never entitle the Customer to suspend or set off its payment obligations regarding items or products delivered or furnished or work and/or services performed.
18.3. CMS's total liability for a breach of the obligation to render any performance shall be limited to compensation of direct damage, up to at most an amount equaling the price (not including sales tax) stipulated for that performance. If the agreement is primarily a continuing performance contract with a term of more than one year, the aforementioned amount shall be fixed at the total of the payments (not including sales tax) stipulated for one year. The total compensation for direct damage per year, however, shall not in any event exceed EUR 10,000 (ten thousand euros) or the amount paid out as compensation under an insurance policy taken out by CMS in this regard.
For purposes of this Article, "direct damage" shall solely mean:
a. the reasonable costs which the Customer has incurred to have CMS's performance conform to the agreement concluded;
b. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination pertains to "direct damage" within the meaning of this Article;
c. reasonable costs to prevent or mitigate damage, insofar as the Customer demonstrates that these costs mitigated "direct damage" within the meaning of this Article.
18.4. CMS's total liability for damage resulting from death or bodily injury or for material damage to property shall not in any event exceed the amount paid out under CMS's insurance, but not in any event more than EUR 2,500,000 (two million five hundred thousand euros) per event.
18.5. CMS shall not be liable for indirect damage, including consequential damage, lost profits, lost savings, damage as a result of stoppage of business operations or any other damage besides that referred to in Articles 18.3 and 18.4. CMS shall, however, be liable for indirect damage in the case of deliberate acts/omissions or gross negligence by CMS or third parties utilized by it.
18.6. In addition, CMS shall not be liable for damage suffered by the Customer or any third party, of whatever nature and based on any cause whatsoever, which results from incorrect and/or incompetent use by the Customer or any third party of items or products delivered or furnished or work and/or services performed by CMS.
18.7. Besides in the situations referred to in Articles 18.3 and 18.4, CMS shall not be liable at all for compensation, irrespective of the ground on which an action for compensation is based. The maximum amounts referred to in Articles 18.3 and 18.4 shall cease to apply, however, if and insofar as the damage results from deliberate acts/omissions or gross negligence by CMS or third parties utilized by it.
18.8. The Customer may only invoke the consequences of a breach of performance of an agreement concluded with CMS after the Customer has provided a proper written notice of default to CMS and CMS remains in default after the reasonable time period stated in this regard has expired. The notice of default must include as detailed a description as possible of the breach, in order to enable CMS to respond adequately.
18.9. For any right to compensation to arise, the Customer must always provide written notice of the damage to CMS as soon as possible after it occurs.
18.10.A series of related events resulting in damage shall be considered a single event for purposes of application of this Article.
18.11.The Customer shall indemnify CMS against all third-party claims regarding items or products delivered and/or furnished or work and/or services performed by CMS, unless it is established at law that these claims are a direct result of gross negligence or deliberate acts/omissions on CMS's part, and the Customer also demonstrates that it bears no blame at all in this regard.
19.1. All notices in connection with compliance with the agreement(s) concluded between CMS and the Customer and these General Terms and Conditions must be provided in writing.
19.2. All costs, both in and out of court, incurred by CMS to retain or exercise rights vis‑à‑vis the Customer under the agreement concluded with the Customer and/or these General Terms and Conditions shall be paid by the Customer.
19.3. Changes and/or additions to the agreement concluded with the Customer and these General Terms and Conditions shall only be valid if and insofar as they have been recorded in writing.
19.4. CMS shall be entitled to transfer its rights and/or obligations under the agreement(s) concluded with the Customer to subsidiaries and/or group companies as referred to in Articles 24a and 24b, Book 2, of the Dutch Civil Code or to legal successors, as a result of which transfer CMS shall be discharged from its obligations vis‑à‑vis the Customer. At CMS's request, the Customer must furnish all assistance deemed necessary by CMS for the aforementioned transfer.
19.5. Unless it receives prior written permission from CMS, the Customer may not transfer its rights and/or obligations under the agreement(s) concluded with CMS to third parties or encumber a limited right for the benefit of third parties. CMS shall not withhold the aforementioned permission on unreasonable grounds.
19.6. If any provision of these General Terms and Conditions is declared null and void or otherwise non‑binding by a competent court, the other provisions of these General Terms and Conditions shall continue to apply in full.
19.7. References in these General Terms and Conditions to a "written agreement or permission" shall also include explicit confirmation of what has been agreed which is sent electronically by CMS to the Customer. With respect to notice sent by the Customer electronically, this notice shall not be effective until it has been received and agreement to the content has been expressly confirmed by CMS electronically.
20. Applicable law and disputes
20.1. Dutch law shall solely apply to every agreement concluded by CMS with the Customer within the Netherlands, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980 (the Vienna Sales Convention).
20.2. Dutch law, with application of the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980 (the Vienna Sales Convention), shall apply to every concluded by CMS with the Customer outside the Netherlands.
20.3. Insofar as statutory provisions do not dictate otherwise, all disputes ensuing from or related to an agreement concluded by CMS with the Customer shall exclusively be brought before the competent court of CMS's domicile.