General Terms And Conditions


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GENERAL TERMS AND CONDITIONS OF DELIVERY AND SALE OF BEGRA MAGAZIJNINRICHTING BV. Version 1.8

Article 1: Definitions
In these General Terms and Conditions the following terms shall have the following meaning, unless explicitly otherwise indicated: 

1.1 Begra: Begra Magazijninrichting BV, the Begra of the General Terms and Conditions, seller, lessor;
1.2 Customer: Begra's contracting party, buyer, lessee, customer, the party granting us an order for the delivery of goods or the providing of services or the granting of an order for the offering of goods or the provision of services. 
1.3 Contract: The contract between Begra and the Customer; 
1.4 The work: The total of the work agreed between Begra and the Customer and materials delivered by Begra.

Clause 2: General
2.1 The provisions of these General Terms and Conditions apply to every quote, offer and contract between Begra and the Customer to which Begra has stated these Terms and Conditions to apply, in so far as the parties have not explicitly deviated from these Terms and Conditions in writing;
2.2 These General Terms and Conditions also apply to all contracts with Begra, for the performance of which Begra makes use of the services of third parties;
2.3 The applicability of general terms and conditions of the Customer is expressly excluded, unless the parties have agreed otherwise in writing. If the General Terms and Conditions of the parties apply next to each other, in the event that provisions in the General Terms and Conditions of Begra and the Customer conflict, the provisions in Begra's General Terms and Conditions shall prevail;
2.4 If one or more provisions in these General Terms and Conditions are void or voided, the other provisions of these General Terms and Conditions shall continue to apply;
2.5 These General Terms and Conditions apply unless there is deviation therefrom in the special conditions of the General Terms and Conditions.

Clause 3: Quotes, offers and contracts
3.1 All offers, in whatever form, are without commitment, unless the offer stipulates a time period for acceptance;
3.2 Contracts to which Begra is a party, shall be deemed to have only been concluded:
a) after signing by both parties of a contract drawn up to this effect, as of the day of signing,
or;
b) after receipt and approval of the written acceptance by the Customer of an offer made by Begra;
c) failing a contract or acceptance, by the handing over by the Customer to Begra of relevant documents, items, which are necessary for the order;
3.3 The prices in the aforementioned quotes and offers are in euros exclusive of VAT and other charges of a public authority, as well as exclusive of shipping and transport and assembly and packing costs, unless expressly otherwise stated;
3.4 If the acceptance deviates from the offer which has been made, Begra is not bound by such deviating acceptance. In such case the contract shall not be concluded in accordance with such deviating acceptance, unless Begra states otherwise;
3.5 A composite price quote does not entail an obligation on the part of Begra to perform a part of the work included in the quote or offer for a corresponding part of the specified price;
3.6 Quotes or offers do not apply with regard to follow-up orders;
3.7 All quotes and offers shall be accompanied by a copy of these General Terms and Conditions;
3.8 If the offer is not accepted, Begra is entitled to charge the costs connected with the production thereof, to the party on whose request Begra presented the offer, if such has been stipulated before the presentation of the offer.
3.9 Orders are only definite if they have been approved by Begra and confirmed to the Customer in writing. This approval shall appear from an order confirmation signed by the managing board or other authorised representative.
3.10 Information set out in catalogues, illustrations, on the website, drawings, standardisation sheets, etc. is not binding, unless it explicitly forms part of the contract. Minor differences in dimensions or minor changes in construction or parts for the benefit of proper performance are reserved.
3.11 Rights relating to the offer, calculations, drawings, specifications, descriptions, etc. which Begra has provided to the Customer remain the property of Begra. This applies even if costs have been charged therefor. The copyright in such documents belongs to Begra and such documents may therefore not be copied or used or shown or disclosed to third parties without Begra's consent.
3.12 The Customer cannot derive any rights from advice relating to the layout of the storage room, shop, archives, etc. given by Begra.
3.13 Begra is not liable for damage or loss, of whatever nature, because Begra acted on the basis of inaccurate and/or incomplete information provided by the Customer, unless Begra should have been aware that the information was inaccurate or incomplete;
3.14 Validity of quotes and/or offers have a validity of one month or as long as stocks hold.

Clause 4: Deliveries
4.1 If the Customer has made a reservation regarding the delivery of specific materials and/or the execution of specific parts of the work, the Customer is liable for the late delivery or late execution thereof;
4.2 If it has been agreed that the contract shall be performed in phases, Begra can suspend the execution of those parts which belong to a following phase, until the Customer has approved the results of the preceding phase in writing;
4.3 If the delivery is delayed by factors for which the Customer is responsible, the loss and costs ensuing therefrom for Begra shall be reimbursed by the Customer;
4.4 An agreed delivery date is always indicative. No rights can be derived therefrom.
4.5 The Customer shall take care of the following on behalf of Begra: - access to the building, or the site over paved access roads, accessible for a truck with trailer; - sufficient opportunity for delivery, storage and/or removal of materials and equipment; - sufficient safety measures when executing the work;
4.6 The Customer is obliged, without the right to claim compensation, on Begra's request, to make storage space available for material and equipment;
4.7 The Customer indemnifies Begra against any claims of third parties who suffer loss in connection with the performance of the contract and which loss is attributable to the Customer.
4.8 Delivery of materials and other goods shall be effected at the location desired by the Customer unless otherwise agreed;
4.9 The Customer is obliged to take the goods at the time that Begra delivers the goods or has them delivered to the Customer,
or at the time when the goods are made available to him in accordance with the contract;
4.10 If the Customer refuses to take the goods or fails to provide information or instructions which are necessary for the delivery, Begra is entitled to store the goods at the Customer's expense and risk;
4.10 If the goods are delivered, Begra is entitled to charge the delivery costs;
4.11 If Begra requires information from the Customer in the framework of the performance of the contract, the delivery time starts after the Customer has made said information available to Begra;
4.12 If Begra has specified a time period for completion or delivery, such time period is indicative. Time is therefore never of the essence with regard to a specified completion time or delivery time. In the event a time period is overrun, the Customer must give Begra written notice of default;
4.13 If delivery free of charge has been agreed this entails that the shipment of the delivery is at Begra's expense, whereby Begra shall determine the choice of transport. If due to the lack of paving or a proper hard surface road the delivery address cannot be (easily) reached, Begra's delivery obligation goes no further than up to the normally accessible place near the place of delivery; In such case Begra has the right to charge the extra costs for nevertheless delivering the goods “to the doorstep”.
4.14 If delivery free of charge has not been agreed, this entails that the shipment of the delivery is at the Customer's expense, whereby Begra shall determine the choice of transport. If due to the lack of paving or a proper hard surface road the delivery address cannot be (easily) reached, Begra's delivery obligation goes no further than up to the normally accessible place near the place of delivery; In such case Begra has the right to charge the extra costs for nevertheless delivering the goods “to the doorstep”.
4.14 The Customer is responsible for unloading the goods unless otherwise agreed.
4.15 Begra may charge the costs connected with the further transportation of the goods to their internal place of destination to the Customer on the basis of working hours put in.
4.16 Offered or agreed transport prices are based on cost-determining factors applicable at the time they were made or agreed. If during the time period between offer and actual delivery the cost-determining factors which are beyond Begra's control undergo changes, each of the parties has the right to request a modification of the agreed price.
4.17 Transport prices in the Netherlands apply for all of the Netherlands with the exception of the Frisian Islands and the BES Islands.
4.18 With regard to companies, return shipments are only permitted after the approval of Begra Magazijninrichting BV. Allocation of the costs to be made for a return shipment due to whatever reason are always at the expense of the customer (order placer) unless otherwise agreed. 

Clause 5: Assembly
Delivered materials are not assembled or will not be assembled unless otherwise agreed. All assembly work is subject to our “assembly terms and conditions”. This is a separate document.

Clause 6: Inspection, approval, complaints

6.1 After delivery has been effected the Customer shall notify Begra in writing within eight days whether the work has or has not been approved. In the first case the Customer shall state any minor defects present as referred to in the seventh paragraph, in the latter case the Customer shall state the defects which are the reason for withholding the approval. If the delivery is approved, the day when the delivery is effected is deemed the day of approval.
6.2 If the Customer does not state in writing within eight days after the inspection whether or not the delivery has been approved, the delivery shall be deemed to have been approved on the first day of the delivery;
6.3 Minor defects cannot be a reason to withhold approval, provided they do not stand in the way of commissioning. Begra shall repair minor defects as quickly as possible;
6.4 With regard to a re-inspection after approval has been withheld, the above-mentioned provisions shall apply mutatis mutandis;
6.5 Any visible shortcomings must be reported to Begra in writing within eight working days after re-inspection;
6.6 If a complaint is lodged pursuant to one of the provisions of this clause, the Customer shall remain obliged to pay for the delivery which has been effected.
6.7 Complaints relating to a specific shipment shall not affect prior deliveries or deliveries belonging with the same contract.
6.8 Common deviations or deviations which cannot be avoided in colour, quality, dimensions or finishing shall not constitute grounds for complaints.
6.9 In the event of timely and valid complaints Begra may, at its own election, replace or repair the defects in the goods delivered. Repair includes, if necessary, the external reinforcement of or the affixing of stability measures (such as cross braces) to the construction, whereby the general execution, adjustability, etc. are maintained as much as possible. The Customer shall give us the opportunity to satisfy such under the normal working conditions. If repair or replacement is not (or no longer) possible, we can pay a reasonable compensation.

Clause 7: Samples and models
7.1 If the Customer has been shown or provided with a sample, model or illustration, such shall be presumed to have only been shown as an indication without the goods having to correspond therewith, unless it is expressly agreed that the goods shall correspond therewith;
7.2 If the surface area or other dimensions and specifications are stated in the contract, such shall also only be presumed to be intended as an indication, unless these are necessary for the work to be executed.

Clause 8: Reimbursements, price and costs
8.1 If Begra has agreed a fixed price with the Customer, Begra is nevertheless entitled to increase the price in the cases set out below;
8.2 If no fixed price is agreed, the price shall be determined on the basis of hours or parts thereof actually put in. The price is calculated in accordance with Begra’s usual hourly rates applicable for the period in which the work is executed, unless a deviating hourly rate has been agreed;
8.3 Begra may charge for price increases, if between the time of the quote or offer and delivery of the contract price changes of more than 10% have occurred with regard to, for example, social security premiums, VAT, exchange rates, wages, raw materials, semi-manufactured products or packing material.

Clause 9: Alteration of the contract
9.1 If during the performance of the contract it turns out that for the proper performance of the contract it is necessary to alter and/or supplement the work and or deliveries to be effected, the parties shall modify the contract accordingly in time and in consultation;
9.2 If the parties modify and/or supplement the contract, this can affect the time of completion of the performance. Begra shall notify the Customer thereof as soon as possible;
9.3 If the modification and/or supplementation of the contract has financial and/or qualitative consequences, Begra shall notify the Customer thereof in advance;
9.4 If Begra has to make new drawings, calculations, models, etc. for a modification of the contract, Begra shall charge the related extra costs to the Customer;
9.5 If a fixed price has been agreed, Begra shall indicate in this respect to what extent the modification or supplementation of the contract results in an overrun of the fixed price. An overrun of the agreed price shall be deemed a contractual variation (additional work);
9.6 Settlement of contractual variations (additional or less work) shall take place: a. in the event of changes in the contract or in the conditions of execution; b. in the event of deviations of the amounts of the estimated items; c. in the event of deviations of adjustable amounts;
9.7 Estimated items are amounts stated in the contract which are included in the contract price and which are intended for either: - the acquisition of building materials and/or equipment, or - the acquisition of building materials and the processing thereof, or - the execution of work which on the day of the contract was not determined with sufficient accuracy and which must be fleshed out in further detail by the Customer. With regard to any estimated item the contract shall state what it relates to.

Clause 10: Payment
10.1 The agreed or offered price is exclusive of 21% VAT and packaging.
10.2 All deliveries are effected COD or payment in advance, unless otherwise agreed in writing. Objections to the amount of the invoices shall not suspend the payment obligation;
10.3 If the Customer continues to default on the payment within the agreed time period, the Customer shall be legally in breach. The Customer shall then owe interest of 1% per month or part thereof, unless the statutory interest or the statutory commercial interest is higher, in which case the highest interest applies. The interest over the due amount shall be calculated as of the time that the Customer is in breach until the time of payment of the full amount;
10.4 Begra is entitled to charge advance payments;
10.5 In the event of liquidation, (petition for) bankruptcy, admission to a debt rescheduling arrangement under the heading of the Dutch Debt Rescheduling (Natural Persons) Act, attachment or (provisional) moratorium on payment of the Customer, Begra's claims on the Customer shall be immediately due and payable;
10.6 Payments shall in the first place be put toward reduction in the costs, then toward reduction of the outstanding interest and lastly toward reduction of the principal and the accrued interest.
10.7 The Customer is not entitled on the basis of alleged defects or improper delivery howsoever called to refuse to perform or to suspend his payment obligation.

Clause 11: Retention of title
11.1 All materials and other goods delivered by Begra, whether processed or unprocessed, shall remain Begra's property until the Customer has performed all obligations under all contracts made with Begra;
11.2 The Customer does not have the right to sell, pledge or in any other way encumber the goods subject to retention of title;
11.3 If third parties attach the goods delivered subject to retention of title or seek to establish or enforce rights thereon, the Customer is obliged to notify Begra thereof as quickly as possible;
11.4 The Customer undertakes to insure the goods subject to retention of title, and to keep them insured, against fire, explosion and water damage, as well as against theft and to make the policy of this insurance available for inspection upon first request;
11.5 In the event that Begra wishes to exercise its rights of retention referred to in this clause, the Customer hereby grants unconditional and irrevocable consent to Begra or third parties to be designated by Begra to access all those places where the property of Begra is located and to retrieve said goods. All costs which are involved with the retrieval of said goods shall be set off if a down payment has been made and/or shall be separately charged to the Customer.

Clause 12: Collection costs
12.1 If the Customer is in breach or defaults on the (timely) performance of his obligations, all reasonable costs to obtain out-of-court payment are at the Customer's expense. The Customer shall in any event owe collection costs in the case of a monetary claim. The collection costs shall be calculated in accordance with the collection rate recommended by the Dutch Bar Association in debt collection cases, with a minimum of € 350.00;
12.2 If Begra has incurred higher costs, which were reasonably necessary, these too are eligible for reimbursement;
12.3 The reasonable judicial and enforcement costs are also at the Customer's expense.

Clause 13: Warranty
13.1 Begra guarantees that the goods to be delivered are free of defects and satisfy the usual requirements and standards which can be set therefor.
13.2 The warranty referred to in the first paragraph of this clause applies for a period of 3 months after delivery;
13.3 In so far as the parties have not agreed otherwise, rights of action and other rights of the buyer under whatever heading with regard to Begra Magazijninrichting B.V. in connection with delivered goods and/or services, shall in any event lapse three months after the time when the buyer became aware or could reasonably have become aware of the existence of these rights.
13.4 If the goods and materials to be delivered do not satisfy these warranties, at Begra's election, Begra shall replace and/or repair the goods within a reasonable time period after receipt of the Customer's written notification relating to the defect;
13.5 The aforementioned warranty only applies with regard to material and manufacturing errors and does not apply when the defect has arisen as a result of unskilled or inappropriate use or if, without Begra's written consent, the Customer or third parties have made changes or are attempting to make changes to the goods or have used the goods for purposes for which the goods are not intended;
13.6 If Begra has given a warranty on goods produced by a third party, this warranty is limited to the warranty which is given by such third party;
13.7 A warranty shall only be given on delivered materials, but not on wages or hours, these are at the Customer's expense;
13.8 A warranty on the executed work only applies if the parties have expressly agreed such in writing.
13.9 As long as the Customer does not perform his obligations ensuing from the contracts made by the parties, he cannot claim this warranty provision.

Clause 14: Transfer of risk
The risk of loss of or damage to the supplied materials, raw materials and other goods passes to the Customer at the time when these goods are de jure and/or de facto transferred to the Customer and have consequently been placed in the control of the Customer or of a third party to be designated by the Customer.

Clause 15: Suspension and cancellation
15.1 Begra has the right to suspend the performance of the obligations or to cancel the contract if: - the Customer does not perform the obligations under the contract or does not perform such in time or in full; - after the conclusion of the contract circumstances which have come to Begra's attention give goods grounds for fearing that the Customer will not perform the obligations, will not perform them in time or will not perform them in full. In the event there are good grounds for fearing that the Customer will only perform in part or not properly, the suspension shall only be permitted in so far as the shortcoming justifies such; - when concluding the contract the Customer was asked to give security for the performance of his obligations under the contract and said security is not given or is not sufficient. As soon as security has been given the right of suspension shall lapse, unless the satisfying of this requirement has been unreasonably delayed as a consequence thereof;
15.2 Begra furthermore has the right to cancel the contract, if circumstances arise which are of such nature that performance of the contract is impossible or can no longer be demanded according to the standards of reasonableness and fairness or if other circumstances arise which are of such nature that unaltered maintaining of the contract cannot reasonably be expected;
15.3 If the contract is cancelled, Begra's claims on the Customer shall be immediately due and payable. If Begra suspends the performance of the obligations, it shall retain its rights under the law and the contract;
15.4 Begra always reserves the right to claim compensation.

Clause 16: Cancellation
16.1 If the Customer, after a contract has been concluded, wishes to cancel it, 10% of the order price (including VAT) shall be charged as cancellation costs, without prejudice to Begra's right to full compensation including lost profit;
16.2 Cancellation must be effected by registered mail;
16.3 If in the event of cancellation the Customer refuses to take goods already acquired by Begra such as materials and raw materials, whether processed or not, the Contractor is obliged to pay all costs ensuing therefrom to Begra.

Clause 17: Liability
17.1. If Begra were to be liable, this liability is limited to the arrangement laid down in this provision and if goods delivered by Begra are faulty, Begra's liability with regard to the Customer is limited to the provisions laid down in these Terms and Conditions under 'Warranty'.

17.2. If Begra is liable for direct loss, said liability is limited to a maximum of the invoice amount, or that part of the assignment to which the liability relates. The liability is at all times limited to the maximum amount to be paid out by Begra's insurer in a given case, to be increased by Begra's excess.

17.3. In deviation from the provisions under 2. of this clause, in the event of an assignment with a time period longer than six months, the liability is furthermore limited to the part of the price owed over the last six months, on the understanding that in that case too the liability is at all times limited to the maximum amount to be paid out by Begra's insurer in a given case, to be increased by Begra's excess.

17.4. Direct loss exclusively means:
− the reasonable costs to determine the cause and the scope of the loss, in so far as the determination relates to loss as referred to in these Terms and Conditions;
− the reasonable costs made to have Begra's faulty performance correspond with the contract, unless these cannot be attributed to Begra;
− reasonable costs incurred to prevent or limit loss, in so far as the Customer demonstrates that these costs have led to a limitation of direct loss as referred to in these General Terms and Conditions.

17.5. Begra is never liable for indirect loss, including trading loss, business interruption, data loss or reduction or consequential loss due to any cause whatsoever, including reputation damage, loss of revenue, loss of profit and delays in the production and/or delivery time of goods and services.

17.6. The limitations of liability laid down in these Terms and Conditions for direct loss do not apply if the loss is due to intent or gross negligence of Begra or its subordinates.

17.7.  Begra is not liable if in the use of the goods delivered by Begra, the instructions for use and/or guidelines regarding loading capacity have not been followed by the Customer, if the goods delivered are used for purposes other than the normal purposes, or are handled, used or stored inexpertly by the Customer or the delivered goods correspond with what the parties have specifically agreed in this respect.
17.8. The Customer is responsible for the constructions and working methods prescribed by him or on his behalf, as well as for the orders and instructions given by him or on his behalf;
17.9 If building materials or equipment which the Customer has made available or which have been prescribed by the Customer, were to have defects, the Customer is liable for the loss caused in consequence thereof;
17.10 The Customer is liable for damage to the work as a result of work executed or deliveries effected by him or by third parties on his instruction;
17.11 The user is not liable for the loss caused under any heading whatsoever by its employees or by third parties to be engaged by it to the buyer or third parties of the buyer;
17.12 The Customer indemnifies Begra against loss in connection with the non-compliance or incorrect compliance by the Customer of the standards prescribed for the Customer and related load capacities as stated on https://www.begra.eu/about-begra/general-terms-and-conditions-p3363-en.html The Customer bears full responsibility in this respect.

Clause 18: Force majeure
18.1 The parties are not bound to perform any obligation, if they are prevented from doing so as a result of a circumstance which is not due to gross negligence or intent on the part of the party claiming such, and neither pursuant to the law, a legal transaction or commonly accepted principles is at their expense;
18.2 In these General Terms and Conditions force majeure means, in addition to what this is understood to mean in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Begra has no control, but as a result of which Begra is not able to perform its obligations. Work strikes in Begra's business, as well as frost and illness;
18.3 Begra also has the right to claim force majeure, if the circumstance which prevents (further) performance, arises after Begra should have performed its obligation;
18.4 During the period that the force majeure continues the parties can suspend the obligations under the contract. If this period lasts longer than two months, each of the parties has the right to cancel the contract, without being obliged to compensate loss to the other party;
18.5 In so far as Begra at the time of the arising of the force majeure has in the mean time partly performed its obligations under the contract or will be able to perform such and the part which has been or will be performed has an independent value, Begra has the right to separately invoice the part which has already been or will be performed. The Customer is bound to pay this invoice as if it were a separate contract.

Clause 19: Intellectual property rights and copyright
19.1 Without prejudice to the provisions in these General Terms and Conditions, Begra reserves the rights and powers to which Begra is entitled on the basis of the Dutch Copyright Act and intellectual property law;
19.2 The Customer is not permitted to make changes to the work or the goods, unless the contrary ensues from the nature of the delivered goods or the contrary has been agreed in writing;
19.3 The designs, sketches, brochures, drawings, samples and models made by Begra in the framework of the contract remain Begra's property, regardless of whether these have been provided to the Customer or to third parties, unless otherwise agreed. Without Begra's prior consent the Customer may not reproduce or publish these or disclose them to third parties, unless the contrary ensues from the nature of the documents which have been provided;
19.4 Begra reserves the right to use the knowledge obtained from the execution of the work for other purposes, in so far as no confidential information is disclosed to third parties in this respect.

Clause 20: Confidentiality
20.1 Both parties are subject to a duty of confidentiality in respect of all confidential information which they have obtained from each other in the framework of their contract or from another source. Information is deemed confidential if a party has stated such or if this ensues from the nature of the information;
20.2 If pursuant to a statutory provision or a court order Begra is bound to provide confidential information to third parties designated by the law or the competent court and Begra cannot claim a statutory right of privilege or a right of privilege acknowledged or permitted by the competent court in this respect, Begra is not bound to pay compensation or indemnification and the Customer is not entitled to cancel the contract on the grounds of any loss arising in consequence thereof.

Clause 21: Special provisions concerning assignments from Begra to third parties
21.1 In these special provisions the following terms have the following meaning: Begra: Begra Trading B.V., Principal, the Begra of the special provisions; Contractor: Begra's contracting party; Contract: the contract between Begra and the Contractor;
21.2 Upon Begra's first request the Contractor must present a written list of all employees who the Contractor has appointed or will appoint in the framework of the execution of the work instructed by Begra;
21.3 Upon Begra's first request the Contractor shall always provide Begra with the payroll records of the employees for inspection, and shall inform Begra in writing as to where, when and at what times the employees work;
21.4 The Contractor guarantees to Begra the timely performance of all his obligations ensuing from the law with regard to the above-mentioned employees;
21.5 Upon Begra's first request the Contractor is obliged to provide Begra with the following information in writing: - the name and the address of the industrial insurance board with which the Contractor is registered; - valid proof of registration with the industrial insurance board; - the Contractor's payroll tax number;
21.6 Upon Begra's first request the Contractor is obliged to present a statement to Begra regarding payments to the industrial insurance board and a statement relating to the payment of payroll tax, as referred to in the framework of the guidelines laid down in the Dutch Chain Liability Act (Wet Ketenaansprakelijkheid);
21.7 The Contractor must have an adequate administration with regard to the payments to the industrial insurance board and the tax authorities concerning the aforementioned employees;
21.8 Begra always has the right to withhold the premiums and payroll tax owed by the Contractor with regard to the work from the contract price or purchase price it is to pay the Contractor and pay such to the relevant industrial insurance board or tax authorities on behalf of the Contractor;
21.9 Without prejudice to the provisions in the preceding paragraph the Contractor is obliged upon Begra's first request to open an escrow account with regard to the instructed work as referred to in the Dutch Chain Liability Act. Begra shall then have the right to deposit the part of the contract price or purchase price that Begra is to pay to the Contractor, that constitutes the amounts which are owed with regard to the employees referred to in paragraph 1 for premiums and payroll tax, on said escrow account. The depositing of this amount releases Begra from liability for the relevant part of the contract price or purchase price. If and as long as the Contractor has not yet informed Begra in writing of the opening of the escrow account, Begra shall be entitled to withhold the relevant amount from the contract price or purchase price;
21.10 The Contractor is not entitled to have any part of the contract performed by third parties until after having received Begra's written approval;
21.11 In the event the Contractor has any part of the contract performed by a third party, he shall do so pursuant to a contract in which paragraphs 1 through 11 of this clause are included mutatis mutandis;
21.12 In the event of non-performance by the Contractor of one of the above-mentioned obligations the Contractor shall forfeit to Begra an immediately due penalty in the amount of 10% of the contract price and purchase price applicable between Begra and the Contractor, without prejudice to Begra's right to, moreover, cancel the contract and claim compensation.

Clause 22: All-in-one permit.
22.1 The Principal must obtain an all-in-one permit for physical aspects (omgevingsvergunning) if at least one of the following scenarios has arisen:
a. The Principal decides to put in a mezzanine floor.
b. The Principal decides to place a warehouse rack higher than 8.5 metres.
c. The Principal decides to place a mezzanine floor supported by warehouse racks.
22.2 If the Principal is required to obtain an all-in-one permit, prior to the assembly/mounting work the Principal must be in possession of the all-in-one permit. You can go to the service counter for an all-in-one permit (www.omgevingsloket.nl) to apply for the all-in-one permit, drawn up by the national government or your local authority. 

FINAL PROVISIONS OF GENERAL AND SPECIAL TERMS AND CONDITIONS

Clause 23: Disputes

The court of the district where Begra has its registered office has exclusive jurisdiction to adjudicate disputes. Begra nevertheless has the right to present the dispute to the court or an Arbitration Tribunal which has jurisdiction under the law.

Clause 24: Applicable law
Every contract between Begra and a Customer or contractor is subject to Dutch law. The Vienna Sales Convention is expressly excluded.

Clause 25: Amendment and deposit of the Terms and Conditions
These Terms and Conditions have been deposited with the Chamber of Commerce