Privacon Hekwerken

General conditions

NHI Delivery conditions

Translation note: This document is an English translation of the original Dutch version. In the event of any discrepancy or difference in interpretation, the original Dutch version shall prevail.

General Terms and Conditions of Sale and Delivery issued for the benefit of NHI (Dutch Fencing Industry).
Filed with the Registry of the District Court of Central Netherlands, Utrecht location.
1 October 2026
Published by Koninklijke Metaalunie, P.O. Box 2600, 3430 GA Nieuwegein, The Netherlands.
© Koninklijke Metaalunie.

Article 1: Applicability
1.1. The NHI member using these terms and conditions is hereinafter referred to as the Contractor. The other party is hereinafter referred to as the Client.
1.2. These terms and conditions apply to all offers made by an NHI member, all agreements entered into by that member and all agreements arising therefrom, in each case insofar as the NHI member acts as the Contractor.
1.3. In the event of any conflict between a provision of the agreement entered into by the parties and these terms and conditions, the provision of the agreement shall prevail.
1.4. These terms and conditions may only be used by NHI members.

Article 2: Offers
2.1. All offers made by the Contractor are non-binding and revocable, including offers specifying a period for acceptance. The Contractor is entitled to revoke its offer up to two working days after the day on which the acceptance has reached the Contractor.
2.2. The prices quoted by the Contractor in the offer are expressed in euros and exclude value added tax (VAT) and any other government levies or taxes. The prices also exclude travel, accommodation, packaging, storage and transport costs, costs for loading, stowing, unloading and assistance with customs formalities, as well as costs associated with compliance with obligations under the Dutch Act on Information Exchange for Aboveground and Underground Networks and Network Infrastructure (Wet informatie-uitwisseling bovengrondse en ondergrondse netten en netwerken).
These costs include, among other things, costs relating to information requests and excavation notifications, reports of damage to networks, reports of networks whose actual location differs from the location data provided by the Land Registry (Kadaster), and reports of discovered networks that are not included in those location records or for which the network operator cannot be clearly identified.
2.3. Unless otherwise specified, the offer does not include:
a. Earthworks, pile driving, chiselling, demolition, foundation work, bricklaying, carpentry, plastering, painting, wallpapering, repair work or any other construction work;
b. The installation of connections for gas, water, electricity, internet or other infrastructure facilities;
c. Measures to prevent or limit damage to, theft of or loss of items located at or near the worksite;
d. The removal and disposal of materials, soil, construction materials or waste;
e. Vertical and horizontal transportation.

Article 3: Confidentiality
3.1. All information provided by or on behalf of the Contractor to the Client, including offers, designs, images, drawings and know-how, regardless of its nature or form, shall be confidential. The Client shall use this information solely for the performance of the agreement and shall not disclose or reproduce it.
3.2. If the Client breaches an obligation under paragraph 1, the Client shall owe an immediately payable contractual penalty of €25,000 per breach. The Contractor may claim this penalty in addition to damages recoverable under applicable law.
3.3. At the Contractor's first request, and within the period specified by the Contractor, the Client shall, at the Contractor's discretion, return the information referred to in paragraph 1 or destroy it in a manner determined by the Contractor, without retaining a copy in any form. In the event of a breach of this provision, the Client shall owe the Contractor an immediately payable contractual penalty of €1,000 per day. The Contractor may claim this penalty in addition to damages recoverable under applicable law.

Article 4: Advice and Information Provided
4.1. The Client may not derive any rights from advice or information provided by the Contractor that does not relate to the assignment.
4.2. Where the Client provides information to the Contractor, the Contractor may rely on the accuracy and completeness of that information when making an offer and performing the agreement.
4.3. The Contractor is not obliged to warn the Client about, or independently investigate, any inaccuracies in the assignment, defects in or unsuitability of items supplied by the Client, or errors or defects in plans, drawings, calculations, specifications or execution instructions provided by the Client.
4.4. The Client shall indemnify the Contractor against any third-party claim relating to information provided by or on behalf of the Client, including the use of such information. This includes, among other things, advice, instructions, drawings, calculations, designs, materials, trademarks, samples and models. The Client shall compensate the Contractor for all losses and damage incurred, including the full costs of defending against such claims.

Article 5: Delivery Time
5.1. All delivery times, including delivery dates, weeks, months, periods and execution periods referred to in these terms and conditions, are indicative only. If a delivery time is exceeded, the Client must at all times serve the Contractor with a formal notice of default.
5.2. The delivery time shall apply only if:
a. The Client and the Contractor have reached agreement in good time on all commercial and technical details;
b. The Contractor has received all information, including final and approved drawings and similar documents;
c. The Contractor has received all items to be provided by the Client;
d. The agreed instalment payment has been received on time and all other conditions for performing the assignment have been satisfied;
e. No underground utilities are discovered during the agreed work that were not identified by the Land Registry investigation and that require the work to be suspended or modified;
f. No delay arises as a result of the Dutch Act on Information Exchange for Aboveground and Underground Networks and Network Infrastructure, for example because the Client has failed to submit a timely work notification or because circumstances attributable to the Client prevent the work from commencing within the prescribed period, requiring a new notification to be submitted. If the delivery time no longer applies, the Contractor may determine a new delivery time, taking its schedule into account.
5.3. The delivery time shall cease to apply if circumstances arise that were unknown to the Contractor when the delivery time was specified and that are for the Client's account and risk. These include changes to the assignment, additional or reduced work, or suspension by the Contractor. If the delivery time no longer applies, the Contractor may determine a new delivery time, taking its schedule into account.
5.4. The Client shall reimburse the Contractor for all costs and losses incurred or suffered as a result of a change in the delivery time as referred to in paragraphs 2 and 3, without the need for a formal notice of default.
5.5. Exceeding the delivery time shall not entitle the Client to compensation or to terminate the agreement in whole or in part. The Client shall indemnify the Contractor against third-party claims resulting from the delay.

Article 6: Delivery and Transfer of Risk
6.1. Delivery shall take place when the Contractor makes the item available to the Client at the Contractor's business premises and notifies the Client accordingly. From that moment, the item shall be at the Client's risk.
6.2. If, after the agreement has been concluded, the Contractor arranges all or part of the transport at the Client's request, or assists the Client with such transport, including storage, loading, stowing or unloading, this shall be at the Client's expense and risk. The Client may insure against these risks.
6.3. If transport is carried out by or on behalf of the Client after delivery and the Contractor requires transport documents held by the Client, the Client shall provide those documents to the Contractor free of charge upon first request.
6.4. In the event of a trade-in, if the Client retains the item to be traded in while awaiting delivery of the new item, the risk relating to the trade-in item shall remain with the Client until the item has been handed over to the Contractor. If the Client is unable to deliver the trade-in item in the condition it was in when the agreement was concluded, the Contractor may terminate the agreement in whole or in part.

Article 7: Price Changes
The Contractor may pass on to the Client increases in cost-determining factors occurring after the agreement has been concluded, including, in any event, increases in labour, materials, raw materials, energy, transport and government charges. The Client shall pay the price increase upon the Contractor's first request.

Article 8: Force Majeure
8.1. If the Contractor is unable to fulfil its obligations due to circumstances beyond its actual control, such failure shall not be attributable to the Contractor and shall constitute force majeure. In such circumstances, the Contractor shall not be liable for any losses suffered by the Client as a result. Subject to paragraph 4 of this Article, the Client shall also not be entitled to terminate the agreement in whole or in part on this basis.
8.2. The circumstances referred to in paragraph 1 shall include, in any event: war or the threat of war, civil or otherwise; terrorism; riots; outbreaks of infectious diseases and resulting government measures or advice; natural disasters; extreme weather conditions; import or trade restrictions; explosions; fire; water damage; sabotage; cybercrime; disruption of digital infrastructure; interruptions to energy supplies; partial or total loss, theft or disappearance of tools, materials or information; machine breakdowns; road closures; blockages of railway lines, waterways or airports; strikes or work stoppages; staff shortages; and any failure or delay by third parties engaged by the Contractor, such as suppliers, subcontractors and carriers, or by other parties on whom the Contractor depends, to fulfil their obligations
8.3. The Contractor is entitled to suspend performance of its obligations if force majeure temporarily prevents it from fulfilling its obligations towards the Client. Once the force majeure situation has ended, the Contractor shall fulfil its obligations as soon as its schedule permits.
8.4. If force majeure makes performance permanently impossible, or if the temporary force majeure situation lasts for more than six months, the Contractor shall be entitled to terminate the agreement in whole or in part with immediate effect. In such circumstances, the Client shall also be entitled to terminate the agreement with immediate effect, but only in respect of the part of the Contractor's obligations that has not yet been fulfilled.
8.5. Neither party shall be entitled to compensation for any losses suffered or to be suffered as a result of force majeure, suspension or termination within the meaning of this Article.

Article 9: Additional Work
Additional work shall be charged at the prices applicable at the Contractor at the time the additional work is carried out. The Client shall pay for such additional work upon the Contractor's first request.
 

Article 10: Execution of the Work
10.1. The Client shall ensure that the Contractor can carry out its work safely, without disturbance or interruption, and at the agreed time. At its own expense and risk, the Client shall ensure, in any event, that:
a. All permits, exemptions and other authorisations required to carry out the work have been obtained in good time. Upon the Contractor's first request, the Client shall provide copies of the aforementioned documents;
b. A KLIC notification has been submitted to the Land Registry (Kadaster) at least three and no more than twenty working days before the work commences;
c. The Contractor is informed in writing and in good time of all safety requirements and other regulations applicable at the site;
d. The Contractor has access to the personnel, equipment and facilities required to carry out the work, such as gas, water, electricity, internet, access roads suitable for any necessary transport, forklift trucks and cranes, sanitary facilities, and a lockable, dry storage area;
e. The site on which the agreed work is to be carried out is suitable and ready for the work no later than one week before commencement;
f. The site is free from obstacles and conditions that may impede the work, both below and above ground. These include, among other things, paving and other hard surfaces, rubble, sewers, ditches, very hard clay, rocky substances, old foundations, tree stumps or roots, vegetation, a groundwater level less than 60 cm below ground level, and any other conditions requiring chiselling or demolition work;
g. There is an unobstructed working area on the outside of the fence to be installed, with a width equal to the height of the fence plus 50 cm. On the inside, there must be an unobstructed working area of at least 50 cm;
h. The site is accessible in such a way that materials can be unloaded from a lorry at various points, so that materials need not be moved over a distance greater than 150 metres;
i. If the fencing is to be installed level, the necessary ground-levelling work has been completed beforehand.
10.2. Fences and/or gates shall be installed along the line and at the height indicated by the Client before installation begins, using stakes. These stakes must not be removed before completion and handover of the work. If the Client has not indicated the line and/or height, or has done so inadequately, the Contractor shall be entitled to install the fences and/or gates on the basis of the available information. Any incorrect installation and the costs of relocating the fences and/or gates shall, in that case, be borne entirely by the Client.
10.3. If the Contractor installs gate stops for gate bolts, this may require the paving to be raised to the appropriate level. Such work is not included in the agreed scope of work unless expressly agreed otherwise in writing.
10.4. The Client may not claim that the site fails to meet the conditions specified in this Article, even if the Contractor or a representative of the Contractor has inspected, or could have inspected, the site.
10.5. The Client shall bear the risk and be liable for damage to, theft of or loss of all items located at or near the place where the work is carried out, or at any other agreed location. This includes the delivered item or item to be delivered, tools, materials intended for the work and equipment used in carrying out the work. This shall not apply if the Client proves that the damage, theft or loss was caused by the Contractor itself.
10.6. Without prejudice to paragraph 11 of this Article, the Client shall maintain adequate insurance against the risks referred to in that paragraph. In the event of damage, the Client shall report it to its insurer immediately for further handling and settlement.

Article 11: Completion and Handover of the Work
11.1. The work shall be deemed completed and handed over if:
a. The Client has approved the work;
b. The work has been put into use. If only part of the work has been put into use, that part shall be deemed completed and handed over;
c. The Contractor has notified the Client in writing that the work has been completed and the Client has not notified the Contractor in writing within 14 days of the date of that notification that the work has not been approved;
d. The Client refuses to approve the work solely on the grounds of minor defects or missing components that can be repaired or supplied within 30 days and that do not prevent the work from being put into use.
11.2. The Contractor is not obliged to provide the Client with a file as referred to in Article 7:757a of the Dutch Civil Code (Burgerlijk Wetboek) concerning the completed and handed-over construction work (a handover or completion file).
11.3. If the Client does not approve the work, the Client shall notify the Contractor of this in writing, stating the reasons. The Client shall give the Contractor the opportunity to complete and hand over the work.

Article 12: Liability
12.1. If the Contractor is liable on any grounds whatsoever, its liability shall at all times be limited as specified in the following paragraphs of this Article.
12.2. If the Contractor has taken out insurance, either directly or for its benefit, that provides cover for the relevant claim, the Contractor's obligation to compensate for damage shall be limited to the amount paid out under that insurance in the case concerned.
12.3. If the Contractor does not have insurance as referred to in the preceding paragraph, or if no amount is paid out under such insurance for any reason whatsoever, the Contractor's obligation to compensate for damage shall be limited to a maximum of 15% of the contract price, excluding VAT.
If the agreement consists of separate components or partial deliveries, this obligation shall be limited to a maximum of 15%, excluding VAT, of the contract price attributable to the component or partial delivery in connection with which the Contractor's liability arose.
In the case of an ongoing agreement, the obligation to compensate for damage shall be limited to a maximum of 15%, excluding VAT, of the contract price for the twelve months preceding the event that caused the damage.
12.4. The following shall not be eligible for compensation:
a. Consequential loss or damage. This includes, among other things, loss arising from delays or interruptions, loss of production, loss of profit, loss of anticipated savings and subsidies, adverse tax consequences, wasted expenditure, the Client's internal costs, loss of goodwill and reputational damage, penalties, losses resulting from the Client's liability towards third parties, loss of or damage to or destruction of data or documents, transport costs, travel and accommodation costs, storage costs, costs of replacement equipment and personnel, and costs associated with product recalls;
b. Damage to property in the Contractor's custody or control. This means damage caused to items being worked on, or to items located near the place where the work is being carried out, by or during the performance of the work;
c. Damage to, or caused by or involving, equipment made available to the Contractor;
d. Damage caused intentionally or through conscious recklessness by auxiliary personnel or non-managerial employees of the Contractor;
e. Damage to materials supplied by or on behalf of the Client, including damage resulting from defective processing, mounting, assembly or installation. Where possible, the Client may insure against such damage.
12.5. The Client shall indemnify the Contractor against all third-party claims arising from a defect in a product supplied by the Client to a third party, where products or materials supplied by the Contractor form part of that product. The Client shall compensate the Contractor for all losses incurred in this connection, including the full costs of defending against such claims.
12.6. The Client shall indemnify the Contractor against all third-party claims for damage to utility networks caused during the execution of the work, except to the extent that such damage results from the Contractor's failure to comply with its obligations under the Dutch Act on Information Exchange for Aboveground and Underground Networks and Network Infrastructure.
12.7. Any claim by the Client for compensation shall lapse automatically 24 months after the claim arose, unless the Client has brought the claim before the competent court before the expiry of that period.

Article 13: Warranty and Other Claims
13.1. Unless otherwise agreed in writing, the Contractor warrants the proper performance of the agreed work for a period of six months after delivery or completion and handover, as further specified in the following paragraphs.
13.2. If the parties have agreed on different warranty conditions, this Article shall apply unless and to the extent that it conflicts with those different warranty conditions.
13.3. The Client shall provide, free of charge, all cooperation required for the Contractor or its representative to investigate a complaint concerning the performance delivered. If the Client fails to do so, all of the Client's rights in connection with that complaint shall lapse.
13.4. If the Contractor has valid grounds for rejecting a complaint concerning the performance delivered, the Client shall reimburse all reasonable costs incurred in investigating the complaint.
13.5. If the agreed work has not been performed properly, the Contractor shall decide whether to remedy the performance, replace the delivered item in whole or in part, or credit the Client for a reasonable portion of the contract price.
13.6. If the Contractor elects to remedy the performance or replace the delivered item in whole or in part, the Client shall in all cases give the Contractor the opportunity to do so. The Contractor shall determine the manner and timing of the remedial work or replacement.
If the agreed work included, in whole or in part, processing materials supplied by the Client, the Client shall supply new materials at its own expense and risk.
13.7. Items repaired or replaced by the Contractor must be sent to the Contractor by the Client. Transport, shipping, dismantling and reinstallation shall be at the Client's expense and risk. Travel, accommodation and travel time shall also be borne by the Client. The Contractor is entitled to require security or advance payment for these costs.
13.8. The Contractor shall not be obliged to provide warranty service until the Client has fulfilled all of its obligations.

13.9. a. The warranty shall not cover defects resulting from:
- Normal wear and tear;
- Improper use;
- Maintenance that has not been carried out or has been carried out incorrectly;
- Installation, dismantling, modification or repair by the Client or third parties;
- Corrosion of ungalvanised steel components;
- Defects in or unsuitability of items, materials or auxiliary equipment supplied or prescribed by the Client.
b. No warranty shall be provided for:
- Items that were not new at the time of delivery;
- Inspection, repair or overhaul of items;
- Items covered by a manufacturer's warranty;
- Items covered by a warranty granted to the Client by third parties.
13.10. Paragraphs 3 to 8 of this Article shall apply correspondingly to any claims by the Client based on breach of contract, non-conformity or any other legal basis.

Article 14: Obligation to Complain
14.1. The Client may no longer invoke a defect in the performance if the Client has not submitted a written complaint to the Contractor within 14 days after discovering the defect, or after the date on which the Client should reasonably have discovered it.
14.2. To avoid forfeiture of all rights, the Client must submit any complaint concerning an invoice to the Contractor in writing within the payment period. If the payment period exceeds 30 days, the Client must submit the complaint in writing no later than 30 days after the invoice date.

Article 15: Items Not Accepted
15.1. Upon expiry of the delivery period, the Client shall be obliged to take actual receipt of the item that is the subject of the agreement at the agreed location.
15.2. The Client shall provide, free of charge, all cooperation necessary to enable the Contractor to deliver the item.
15.3. Items that are not accepted shall be stored at the Client's expense and risk.
15.4. If the Client breaches paragraph 1 or 2 of this Article, the Client shall, after having been served with a formal notice of default by the Contractor, owe the Contractor a contractual penalty of €250 per day for each breach, up to a maximum of €25,000. This penalty may be claimed in addition to damages recoverable under applicable law.

Article 16: Payment
16.1. Payment shall be made at the Contractor's registered place of business or into an account designated by the Contractor.
16.2. Unless otherwise agreed, payment shall be made as follows:
a. For counter sales, payment shall be made in cash;
b. If payment by instalments has been agreed:
- 40% of the total price upon placing the order;
- 55% of the total price after the materials have been delivered to the site, and in any event before installation commences;
- 5% of the total price upon completion and handover;
c. In all other cases, within 30 days of the invoice date.
16.3. If the Client fails to fulfil its payment obligations, the Client shall, instead of paying the agreed price, be obliged to comply with a request from the Contractor to transfer an asset or other property in satisfaction of the debt.
16.4. The Client's right to set off its claims against the Contractor or to suspend performance of its obligations is excluded, unless the Contractor has been granted a suspension of payments, has been declared bankrupt, or statutory debt restructuring proceedings have become applicable to the Contractor.
16.5. Regardless of whether the Contractor has fully performed the agreed work, all amounts owed or to become owed by the Client under the agreement shall become immediately due and payable if:
a. A payment deadline has been exceeded;
b. The Client fails to comply with its obligations under Article 15;
c. The Client fails to provide security upon first request in accordance with Article 17 of these terms and conditions;
d. An application is made for the Client's bankruptcy or suspension of payments;
e. An attachment is levied against the Client's assets or claims;
f. The Client, if a legal entity, is dissolved or liquidated;
g. The Client, if a natural person, applies for admission to statutory debt restructuring proceedings, is placed under guardianship or dies.
16.6. In the event of late payment, the Client shall owe the Contractor interest on the outstanding amount from the day following the agreed final payment date until and including the day on which payment is made.
If the parties have not agreed on a final payment date, interest shall be payable from 30 days after the amount became due.
The interest rate shall be 12% per annum, or the statutory interest rate if that rate is higher. For the purpose of calculating interest, any part of a month shall be treated as a full month. At the end of each year, the amount on which interest is calculated shall be increased by the interest due for that year.
16.7. The Contractor is entitled to set off its debts to the Client against claims held by companies affiliated with the Contractor against the Client. The Contractor is also entitled to set off its claims against the Client against debts owed to the Client by companies affiliated with the Contractor. Furthermore, the Contractor is entitled to set off its debts to the Client against claims held against companies affiliated with the Client.
Affiliated companies are all companies belonging to the same group within the meaning of Article 2:24b of the Dutch Civil Code (Burgerlijk Wetboek) and participations within the meaning of Article 2:24c of that Code.
16.8. In the event of late payment, the Client shall owe the Contractor all extrajudicial collection costs, subject to a minimum of €75. These costs shall be calculated on the principal amount in accordance with the following table:
- On the first €3,000: 15%;
- On the amount exceeding €3,000 up to €6,000: 10%;
- On the amount exceeding €6,000 up to €15,000: 8%;
- On the amount exceeding €15,000 up to €60,000: 5%;
- On the amount exceeding €60,000: 3%.
The actual extrajudicial collection costs shall be payable if they exceed the amount calculated in accordance with the above table.
16.9. If the Contractor is successful in legal proceedings in whole or in substantial part, all costs incurred by the Contractor in connection with those proceedings shall be borne by the Client.

Article 17: Security
17.1. At the Contractor's first request, the Client shall provide, to the extent deemed sufficient by the Contractor, security for all payments owed by the Client to the Contractor under the agreement. If the Client fails to provide such security within the specified period, the Client shall immediately be in default. In that case, the Contractor shall be entitled to terminate the agreement and recover its losses from the Client.
17.2. The Contractor shall retain ownership of delivered items for as long as the Client has not fulfilled its obligations under any agreement with the Contractor, including obligations relating to claims for damages, contractual penalties, interest and costs.
17.3. If the Client has fulfilled its obligations after the Contractor has delivered the items in accordance with the agreement, the retention of title in respect of those items shall revive if the Client subsequently fails to fulfil its obligations under a later agreement.
17.4. For as long as delivered items remain subject to retention of title, the Client may not encumber or dispose of those items outside the ordinary course of its business. This provision shall have proprietary-law effect.
17.5. After invoking its retention of title, the Contractor shall be entitled to repossess the delivered items. The Client shall provide all cooperation necessary for this purpose.
17.6. If the Client breaches paragraph 5 of this Article, the Client shall, after having been served with a formal notice of default by the Contractor, owe the Contractor a contractual penalty of €250 per day for each breach, up to a maximum of €25,000. This penalty may be claimed in addition to damages recoverable under applicable law.
17.7. The Contractor shall have a right of pledge and a right of retention over all items that it holds or may come to hold from the Client on any grounds whatsoever, as security for all claims it has or may acquire against the Client.

Article 18: Intellectual Property Rights
18.1. The Contractor shall be regarded as the creator, designer, originator or inventor, as applicable, of any works, designs, signs or inventions created in connection with the agreement. The Contractor shall have the exclusive right to apply for patents, trademarks or design rights.
18.2. The Contractor shall not transfer any intellectual property rights to the Client in the course of performing the agreement.
18.3. If the performance to be delivered by the Contractor includes, in whole or in part, the supply of computer software, the source code shall not be transferred to the Client. The Client shall receive a non-exclusive, worldwide and perpetual licence to use the software solely for the normal use and proper functioning of the relevant item.
18.4. The Client is not permitted to transfer the licence or grant sublicences. This provision shall have proprietary-law effect. Only in the event of resale of the item for which the Contractor supplied the software shall the licence transfer to the purchaser of that item, subject to the same terms and restrictions set out in this Article, provided that the purchaser has accepted these terms and conditions in writing.
18.5. The Contractor shall not be liable for any loss or damage suffered by the Client as a result of an infringement of third-party intellectual property rights.
18.6. The Client shall indemnify the Contractor against any third-party claim relating to an infringement of intellectual property rights.

Article 19: Transfer of Rights or Obligations
The Client may not transfer or pledge any rights or obligations arising under any provision of these general terms and conditions or the underlying agreement or agreements without the Contractor's prior written consent. This provision shall have proprietary-law effect.
Article 20: Termination or Cancellation of the Agreement
20.1. The Client is not entitled to terminate or cancel the agreement, in whole or in part.
20.2. The Contractor may agree to a request to terminate the agreement. In that case, the Client shall owe compensation amounting to at least 20% of the agreed or estimated price. The Contractor shall be entitled to demand higher compensation or impose additional conditions on its consent.

Article 21: Governing Law and Competent Court
21.1. The agreement shall be governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and any other international instrument whose exclusion is permitted shall not apply.
21.2. The Dutch civil court having jurisdiction at the Contractor's registered place of business shall have exclusive jurisdiction over disputes arising out of or in connection with the agreement.