1.1. The following concepts have the following meaning in these Conditions of Sale and Delivery:
I. “Adamas”: the legal entity (business) Adamas B.V., having its registered office at Aartsdijkweg 19, 2676 LE Maasdijk and listed in the Trade Register of the Chamber of Commerce and Industry for Haaglanden, under number 24254024.
II. “Buyer”: any natural person or legal entity who has entered directly or indirectly into an agreement with, has submitted an offer to or has received an offer from Adamas as meant in these Conditions.
III. “Conditions”: The Standard Conditions of Sale and Delivery of Adamas B.V.
2. APPLICABILITY; DEVIATION
2.1. These Conditions are applicable to all the agreements on account of which Adamas sells and delivers goods to the Buyer, or on account of which Adamas provides services of any nature whatsoever and also to all quotations and/or offers made by Adamas to its intended Buyer with a view to the formation of the agreements described above. These Conditions are also applicable to all the agreements which will be formed in future between Adamas and the Buyer and to (future) obligations by virtue of an unlawful act.
2.2. These Conditions are also applicable to any other (successive) quotation, offer, agreement or legal relationship on any account whatsoever between Adamas and the Buyer if and insofar as these Conditions have been declared applicable pursuant to Clause 2.1 but also if and insofar as these Conditions have not been explicitly declared applicable with regard to these other (subsequent) quotations, offers, agreements or legal relationships of any nature whatsoever.
2.3. Any Conditions, howsoever called, of the Buyer or of any third party which the Buyer has indicated that he is going to apply or that he can and is allowed to apply, will not be applicable to the offers and/or agreements and/or legal relationships mentioned above on any other grounds and will not supplement these Conditions unless Adamas has agreed to this explicitly in writing in advance.
2.4. Notwithstanding the previous paragraph it is only possible to deviate from these Conditions with the explicit written approval of Adamas.
2.5. If Adamas wishes to amend the contents of these Conditions, the amended Conditions will be applicable from the moment that this amendment has been notified to the Buyer unless the Buyer has lodged an objection to it within fourteen days after the notice in which case Adamas will be entitled to terminate the existing agreement with due observance of a four-week notice period without being obliged to pay compensation. Failing such a notice of termination the agreement will remain in force under the Conditions then applicable but the amended Conditions will form part of any agreement formed between Adamas and the Buyer after the said period of fourteen days after the notification by Adamas has expired.
3. OFFER; AGREEMENT
3.1. All quotations and offers of Adamas are without any obligation unless the contrary has been explicitly stipulated. If a quotation or offer of Adamas includes an offer without any obligation and this offer is accepted by the Buyer, Adamas will be entitled to withdraw this offer within two working days after having taken note of the Buyer’s acceptance. Unless explicitly otherwise agreed the prices in the quotations and offers of Adamas are valid for thirty days.
3.2. If and insofar as an invitation from Adamas to submit an offer constitutes an offer, the provisions set out in Clause 3.1 will be applicable.
3.3. Quotations relating to special creations, are only applicable to the creations, quantities and specifications indicated on the quotation, whether or not with application of Clause 4.2 of these Conditions.
3.4. The agreement between Adamas and the Buyer is formed by placing a written (including via telefax or electronic) or verbal (by phone) order or assignment with Adamas and the written acceptance of this order or assignment by Adamas. The Buyer accepts these Conditions by his written or verbal order or the provision of the assignment.
3.5. If no agreement is formed between Adamas and the Buyer, Adamas will not be liable for any losses suffered by the Buyer.
3.6. Offers and/or quotations are based on the information provided by the Buyer. The Buyer provides to the best of his abilities all the information which is essential for the offer and any agreement to be entered into. The Buyer will at all times bear the risk for providing inaccurate or incomplete information to Adamas.
3.7. Sizes, weights, pictures, technical data and other information in, via or by means of quotations, catalogues, circulars, advertising material or any other form of information provided by Adamas are without any obligation and only serve as illustrations.
4.1. The sale, delivery and provision of goods or the performance of activities and/or services will take place at the prices and rates applied by Adamas at the time at which the agreement is formed. The agreed price is excluding V.A.T. and additional costs.
4.2. If a “recommended price” has been included in the offer and/or the quotation, the amount stated does not indicate more than an estimate of the costs without any obligation and it will not be binding on Adamas.
4.3. If a fixed price has been agreed, this fixed price will only relate to the products and/or services as described in the agreement. Any products and/or services which are or have to be provided additionally or as an amendment to the agreement (on the instructions of or attributable to the Buyer) will be charged by Adamas separately from the agreed price (as “additional work”).
4.4. Adamas will in all cases be entitled to adjust the agreed prices, rates and/or fees after the formation of the agreement by a written notice to the Buyer insofar as a change in costing factors is involved.
4.5. All prices are regarded as being expressed in euros unless explicitly otherwise indicated by Adamas. All payments must take place in euros unless explicitly otherwise indicated by Adamas.
4.6. If the price (excluding (turnover) tax and/or costs) of the products and services to be provided does not exceed the amount of 75 euros excluding V.A.T., the Buyer will owe the amount of 10 euros excluding V.A.T. as administration and processing charges.
5.1. Unless otherwise agreed, all the payments must take place within 30 days after the invoice date without deduction of any discount or set-off in the manner indicated by Adamas and into a bank account to be indicated by Adamas. If the Buyer does not pay any amount due from him in accordance with the foregoing, he will be in default without any notice of default being required. As from the date on which the Buyer is in default, he will owe to Adamas interest for overdue payment of 1.5% per month.
5.2. In the event of a failure in the timely and/or full payment in cash, the Buyer will be obliged - when requested - to transfer by means of payment any goods or rights whereby Adamas will determine the value which will be binding for the Buyer.
5.3. The Buyer is not entitled to suspend or set-off any amounts and neither is he entitled to apply any discounts. Adamas is entitled to set off any amount they can or will be able to claim from the Buyer, whether or not this amount is due and payable, conditional and/or reasonably foresee- able, against what they owe to the Buyer. In addition, in the event of a failure of a timely and/or full payment Adamas will be entitled to suspend the further fulfilment of the present agreement or other agreements. The provisions set out in this paragraph are applicable notwithstanding the Buyer’s obligation still to perform the agreement and to compensate Adamas for the losses suffered by Adamas if claimed by the latter.
5.4. The Buyer shall not without Adamas’ consent provide securities to or undertake any obligations to any third parties to give them securities.
5.5. Rights will at all times be granted or - should the occasion arise - transferred to the Buyer on the condition that the Buyer pays fully and in a timely manner the fees agreed to this end.
5.6. If in connection with the Buyer not paying, not fully paying and/or not paying the amount due in a timely manner Adamas decides to collect the debt (including having this debt collected), the Buyer, apart from payment of the total amount then due, will also be obliged to fully reimburse the extrajudicial and court costs. Included in these costs are for instance all the costs calculated by external experts, apart from the costs determined by the Court, in connection with the debt collection of this claim or of any exercise of rights in any other way, the amount of which is determined at a minimum of fifteen percent (15%) of the total amount increased by the interest for overdue payments with a minimum of 75 euros to be increased by any turnover tax.
5.7. Payments made by the Buyer serve in the first place to settle all the interests and costs due and only after this to settle the oldest outstanding invoices due and payable all this regardless of any statements by the Buyer to the contrary.
6.1. When requested by Adamas the Buyer will be obliged to furnish real and/or personal security for the benefit of Adamas for anything that the Buyer owes or will owe to Adamas (on any ground whatsoever).
6.2. In the event that the Buyer fails to fulfil or does not fully fulfil or does not fulfil in a timely manner his (financial) obligations towards Adamas, the Buyer will be obliged to inform Adamas about his financial situation substantiated by documentary evidence to Adamas’ satisfaction or to provide other information requested by Adamas. The associated costs will be at the expense of the Buyer.
6.3. All deliveries of goods by Adamas to the Buyer take place subject to the retention of title and a pledge as meant below.
6.4. All the items supplied to the Buyer remain the property of Adamas until the Buyer has fulfilled all his considerations for Adamas having supplied/delivered (still having to supply or deliver) items pursuant to the agreement(s) (and for the working of these items) as well as all compensations (including interest and costs) due to the nonperformance of such agreements to supply and/or work the said items. The Buyer is not allowed to dispose of the items meant in this paragraph or to pledge or encumber them in any way whatsoever without the prior written consent of Adamas.
6.5. Under the suspensory condition of the retention of title meant in the previous paragraph having lapsed and/or no(t) (longer) being valid, on delivery Adamas also reserves a pledge on all the items to be supplied to the Buyer as a security for the payment of all present and future debts of the Buyer to Adamas. The Buyer pledges now for then in advance to Adamas anything of the Buyer meant in the previous sentence that Adamas holds or will hold as a security for the debts of the Buyer to Adamas. If the Buyer’s rights are conditional, the pledge will take place under the same conditions. A possessory pledge is assumed to have been established unconditionally. The Buyer grants to Adamas an irrevocable power of attorney to do anything required to bring about a further written record, registration or establishment of the pledge.
6.6. If the Buyer is in default under the agreement entered into with Adamas and/or these Conditions, Adamas will themselves be entitled to retrieve the items (have the items retrieved) which are Adamas’ property or security from the place where they are situated. The Buyer grants Adamas irrevocably now for then consent to enter (the) area(s) at the Buyer’s premises used to this end. The Buyer guarantees that Adamas is entitled to enter the areas of any third parties if these areas are used for the benefit of the Buyer. All the associated costs will be at the expense of the Buyer.
7. DELIVERY OF ITEMS
7.1. All the (delivery) periods mentioned by Adamas have been determined to the best of Adamas’ knowledge on the basis of the information which was known by Adamas when the agreement was entered into. These periods will be observed as much as possible. However, if these periods are exceeded the Buyer will not be able to derive any right and/or claim from this and neither will the Buyer be entitled to any suspension, discount and/or setoff. The periods specified by Adamas do not constitute deadlines and exceeding these periods will not cause Adamas to be in default and this is no different in the event that the Buyer serves a notice of default on Adamas in defiance of this Clause. Adamas will not be bound to the (delivery) periods mentioned by them if they can no longer be adhered to due to circumstances beyond their control which occurred after the agreement had been entered into. In such a case the (delivery) periods will be regarded as having been extended by the period for which the circumstances mentioned in the previous sentence continue. If there is a threat that any (delivery) period will be exceeded, Adamas and the Buyer will consult each other as soon as possible.
7.2. Notwithstanding the provisions set out in the previous paragraph, the Buyer will be entitled to dissolve the agreement if Adamas has exceeded the (delivery) periods by more than ninety days if and insofar as the Buyer has given in writing a reasonable period to Adamas within which Adamas will still be able to perform.
7.3. Deliveries within the Netherlands will take place free domicile. Unless otherwise provided Adamas will take care of the goods-in-transit insurance and packaging, all this with due observance of Clause 4.1. The type of transport will be determined by Adamas.
7.4. The items sold and delivered to the Buyer will be at the expense and risk of the Buyer if Adamas has actually provided the goods in accordance with the previous paragraph to the Buyer or to a third party to be indicated in writing by the Buyer or if Adamas has stated that the goods will be held by Adamas at the disposal of the Buyer, by Adamas or by a third party engaged by Adamas.
8.1. The Buyer will at all times provide Adamas within due time with all the useful and necessary data or information required for a proper performance of the agreement and will co-operate fully with Adamas.
8.2. The Buyer is responsible for the use and application in his organization of the products and services to be provided by Adamas.
8.3. If it has been agreed that the Buyer will provide materials, personnel and/or information, they must meet the specifications necessary for the performance of the activities.
8.4. If the information required for the performance of the agreement is not made available to Adamas, not made available within due time or not in accordance with the arrangements or if the Buyer does not fulfil his obligations in any other way, Adamas will in any event be entitled to suspend the performance of the agreement and they will be entitled to charge the costs caused by this in accordance with their current rates.
8.5. In the event that Adamas’ employees carry out activities at the Buyer’s premises, the Buyer will take care of the facilities reasonably required by those employees without any charges. The Buyer shall indemnify Adamas against any claims by third parties, including employees of Adamas who suffer losses in connection with the performance of the agreement which losses are the result of the action or omission of the Buyer or of unsafe situations in his organization.
9.1. If an agreement has been entered into for an indefinite period of time which by its nature and contents does not terminate by its accomplishment, after proper business consultations it can be terminated by a written notice of termination by either party stating the reasons. If no explicit notice period has been agreed between the parties, on termination a reasonable notice period should be observed. Adamas will never be obliged to pay any compensation due to a notice of termination.
9.2. The power to dissolve the agreement due to a failure in the performance will only accrue to the Buyer if Adamas fails attributably in the performance of the material obligations under the agreement after having received a proper and written notice of default with as much detail as possible in which a reasonable period of at least 21 days is granted to remedy the failure. The Buyer will not have the said right as well as other rights under these Conditions or otherwise if and insofar as the Buyer has not fulfilled his obligations to Adamas in any way whatsoever.
9.3. Adamas will be able to terminate the agreement in full or in part with immediate effect without any notice of default and without any judicial interference by a written notification if the Buyer or his business:
I. is granted a moratorium (whether or not provisionally);
II. is declared bankrupt;
III. enters into a debt rescheduling scheme with two or more creditors;
IV. is dissolved, liquidated or terminated in any other way;
V. is affected by a seizure;
VI. fails in any way - despite a written notice of default in which a period of at least 7 days has been granted to remedy the failure - in whole or in part in the performance of his obligations (which might consist of an omission) towards Adamas for any reason whatsoever. Adamas will never be obliged to pay any compensation due to this termination. In the event of a termination of the agreement by Adamas, all the claims of Adamas on the Buyer will become immediately due and payable.
9.4. If the Buyer does not, not within due time or not fully fulfil his obligations (which can also consist of an omission) to Adamas on any ground
9.5. whatsoever and if Adamas has serious reason to doubt the fulfilment of any obligation by the Buyer, Adamas will be able suspend the perform- ance of the agreement forthwith and demand additional security.
9.6. If the Buyer at the moment of dissolution as meant in this Clause has already received performances in execution of the agreement, these performances and the associated payment obligations will not be covered by the dissolution unless Adamas is in default with regard to those performances. Amounts invoiced by Adamas before the dissolution in connection with what they had already performed or supplied in execu- tion of the agreement, will remain fully due with due observance of the provisions set out in the previous sentence and will become immediately due and payable at the moment of the dissolution.
9.7. The Buyer grants now for then an irrevocable power of attorney to do all that is necessary for the performance of the obligations of the Buyer to Adamas.
9.8. Adamas will at all times be entitled to suspend and set-off obligations to the Buyer if he does not, not fully or not within due time fulfil his obligations to Adamas and if Adamas has serious reasons to doubt the performance of any obligation of the Buyer to them.
10. FORCE-MAJEURE; NO FAILURE
10.1. Adamas is not obliged to fulfil any obligation if they are prevented from doing so as a result of circumstances not attributable to Adamas and/or third parties engaged by them including industrial blockades, strikes, a demonstration or protest action (also caused by comparable circumstances at third parties by which Adamas has experienced interruptions) and exclusion, delayed supplies of parts to Adamas, items or services ordered from third parties, illness of employees, accidents and operational delays.
10.2. When the force-majeure has lasted for more than ninety (90) days, Adamas will be entitled to terminate the agreement by a written notice of dissolution without having any obligation to pay damages and costs. What has already been performed pursuant to the agreement will then be settled in proportion without the parties owing anything to each other in any case.
10.3. There will be no question of a failure if Adamas offers at his own expense and risk, this being at Adamas’discretion, goods or services of third parties to the Buyer which meet the specifications agreed between Adamas and the Buyer.
11. COMPLAINTS; GRIEVANCES; RETURNS
11.1. Unless otherwise agreed the Buyer has to inform Adamas in writing of any visible faults with regard to the delivered items or the goods or products provided or the activities and/or services performed within two days after the delivery or after the performance of the activities and/ or services have started and this writing should include a clear description of the faults. Failing such a notice and/or the period specified in this paragraph not being observed, any claim on Adamas with regard to faults in the goods or products delivered or provided or in the activities and/or services performed will lapse.
11.2. Unless otherwise agreed the Buyer must inform Adamas in writing of any hidden faults with regard to the delivered items or the goods or products provided or the activities and/or services performed within six months after the delivery or after the performance of the activities and/or services have started and this written notice should include a clear description of the faults. Failing such a notice within the period specified in this paragraph, any claim on Adamas with regard to faults in the goods or products delivered or provided or in the activities and/ or services performed will lapse.
11.3. Unless otherwise agreed, the Buyer is only entitled to return goods or products to Adamas if goods or products have been delivered or provided other than the ones ordered and/or if they are damaged or not functioning. Even if agreed otherwise, returns will only be accepted if this relates to goods which Adamas usually has in stock.
11.4. It applies to any return that the items must be returned to us undamaged and unused in their original packaging at the expense and risk of the Buyer. This right of the Buyer is only effective up to 5 working days after the delivery of standard articles. After this period has lapsed returns can only be made if Adamas has explicitly stated in writing that they agree to this. However, specials will never be taken in return without approval.
11.5. In the event of damaged and/or non-functioning items Adamas will be able at their own discretion to repair (and/or replace) them at Adamas’ expense or to dissolve the agreement which dissolution will not oblige Adamas to pay any compensation for losses or costs. Any additional costs incurred with regard to a repair or replacement (such as transport and packaging costs and insurance) will be at the expense of the Buyer.
11.6. If Adamas has indicated a repair option (and/or replacement) and this repair is impossible according to Adamas and Adamas has informed the Buyer of this in writing, the Buyer will be entitled to dissolve the agreement without any right to compensation for losses and/or costs, or to demand a proportionate refund of the purchase price. The Buyer will also have these rights if Adamas has indicated not to be prepared to repair (and/or replace) the respective goods.
11.7. The rights of the Buyer as set out in this Clause can only be invoked against Adamas if the Buyer has fulfilled all the obligations he has to Adamas.
11.8. Consumers have the right to return them unused and undamaged within 14 days of receipt of the goods without giving a reason, against full refund. Please contact ADAMAS customer service for this.
12. LIABILITY; INDEMNIFICATION
12.1. Although the utmost care had been observed with regard to the goods, products, activities and/or services supplied by Adamas, the absence of any faults or inaccuracies in them cannot be guaranteed, except for the application of Clause 11. Adamas will not be liable in any way whatsoever for any faults or inaccuracies or for the use by the Buyer of the said goods, products and/or services. Therefore Adamas only accepts legal obligations to pay damages insofar as this appears from this Clause. Apart from the provisions set out in this Clause Adamas will have no liability whatsoever on any grounds whatsoever.
12.2. The presence of a fault will never entitle the Buyer to suspend his obligations to Adamas or to exercise the right of set-off with regard to payment obligations or to apply any discount.
12.3. The total liability of Adamas due to an attributable failure in the obligation to perform is limited to reimbursement for direct losses up to a maximum amount equal to the price stipulated for that performance and actually received (excluding taxes and costs not specified in the agreement). If the agreement constitutes (mainly) a continuing performance contract with a term of more than one year, the amount meant above is set at the total of the fees (excluding taxes and costs not specified in the agreement) stipulated for one calendar year. By direct loss is meant exclusively:
I. the reasonable costs incurred by the Buyer to allow the performance by Adamas to comply with the agreement formed;
II. reasonable costs incurred to determine the cause and the extent of the loss insofar as the determination relates to direct losses within the sense of this Clause;
III. reasonable costs incurred to prevent or restrict the losses insofar as the Buyer has demonstrated that these costs resulted in the restriction of direct losses within the sense of this Clause.
12.4. The total liability of Adamas for losses by death or physical injury or for material damage to goods will in any event not exceed the amount that is actually paid under the insurance policy of Adamas unless the Buyer is entitled to invoke Sections 185 up to and including 193 of Book 6 of the Dutch Civil Code.
12.5. The liability of Adamas for indirect losses including consequential loss, lost profits, missed savings, losses due to operational delays and any losses other than those meant in paragraphs 3 and 4 of this Clause are excluded. The liability of Adamas for indirect losses does exist in the event of an intentional act or omission or deliberate recklessness by Adamas and/or the third parties engaged by them.
12.6. Moreover, Adamas is not liable for losses suffered by the Buyer or any third party of any nature whatsoever and created by any cause what- soever, which is the result of inaccurate and/or incompetent use by the Buyer or any third party of goods or products delivered or provided or activities and/or services carried out.
12.7. The Buyer can only invoke the consequences of an attributable failure in the performance of an agreement entered into with Adamas after the Buyer has given a proper written notice of default to Adamas and if Adamas continues to fail in the performance even after the reasonable peri- od of at least 21 days set to this end has lapsed, this period of grace being required under pain of limitation of rights. The notice of default must include - on pain of lapsing rights - as detailed a description of the failure as is possible in order to enable Adamas to respond efficiently to this.
12.8. The condition for the Buyer to have any right to compensation is at all times that he notifies Adamas in writing of the loss as soon as possible after it arises but not later than two weeks after he has discovered (or could reasonably have discovered) the loss.
12.9. For the purposes of this Clause a series of associated events causing the loss counts as one single event.
12.10. The Buyer will indemnify Adamas against all claims by third parties with regard to goods or products supplied and/or provided or activities and/or services performed unless it becomes an established fact at law that these claims are a direct result of gross negligence or intention on the part of Adamas and the Buyer can moreover demonstrate that he is in no way to blame in this respect.
13.1. The Buyer will indemnify Adamas against any claims by third parties in connection with violations of the applicable export rules and regu- lations attributable to the Buyer.
14. NON-COMPETITION CLAUSE; NON-TRANSFER CLAUSE
14.1. The Buyer is not allowed during the term of the agreement and within one year after its termination to employ employees of Adamas or third parties engaged by Adamas or to have them otherwise work for him directly or indirectly, or to embark on negotiations to enter such employment or work relationship unless Adamas and the Buyer after having consulted each other have explicitly agreed otherwise in writing.
15. INTELLECTUAL AND INDUSTRIAL PROPERTY
15.1. All intellectual or industrial property rights on all the goods or other materials developed or provided pursuant to the agreement such as analyses, designs, documentation, reports, offers as well as their preparatory materials are exclusively vested in Adamas or their licensors. The Buyer will only acquire the rights of use and powers which are explicitly granted under these Conditions or otherwise and for the rest the Buyer shall not reproduce the goods or other materials or make copies of them unless Adamas has conceded this explicitly and in writing to the Buyer.
16. CONFIDENTIAL INFORMATION
16.1. The Buyer is obliged to observe strict confidentiality. Without the written consent of Adamas the Buyer is not allowed to distribute and/or disclose to employees and third parties any information received and data provided with regard to the agreement.
16.2. Without any written consent the Buyer is not allowed - not only with regard to the (project) activities - to disclose to third parties anything with regard to the approach, contents, size, implementation, method of operation and such like of Adamas’s activities. The Buyer is obliged to impose this obligation on all his employees and third parties who will necessarily become aware of this. The Buyer guarantees that the said employees and third parties comply with this obligation.
17.1. If any provision of the agreement, these Conditions included, is invalid, annulled or regarded (at law) as unreasonably onerous, the other provisions of the agreement will remain fully effective. Adamas and the Buyer will consult each other to agree new provisions to replace the invalid or annulled or unreasonably onerous provision whereby the objective and purport of the invalid or the annulled or unreasonably onerous provision is taken into account as much as possible.
17.2. The Buyer can only exercise his rights under the agreement and these Conditions with regard to the legal entity or company of the Adamas Group with which the Buyer has entered into the agreement. This will only be otherwise if this company and/or legal entity together with a legal entity and/or company of the Adamas Group which wants to accept the claims of the third person have expressed this to the Buyer.
17.3. Adamas is allowed to engage third parties for the performance of the agreement(s) entered into with the Buyer. Unless explicitly otherwise agreed in writing, the third parties are entitled to invoke these Conditions towards the Buyer. Section 404 of Book 7 of the Dutch Civil Code is explicitly excluded.
17.4. All the costs incurred by Adamas in order to retain or exercise their rights on the Buyer pursuant to the agreement entered into with the Buyer and/or these Conditions, both in and out of Court, will be at the expense of the Buyer.
17.5. All notices in connection with the performance of the agreement(s) entered into between Adamas and the Buyer and with these Conditions will be regarded as having been sent properly if they have been sent via a registered letter or telefax to the party for whom they are intended, to the address where he is established according to the Trade Register or to his most recently known address.
17.6. Adamas is entitled to assign their rights and/or obligations under the agreement(s) entered into with the Buyer to third parties including subsidiaries and/or group companies as meant in Sections 24a and 24b Book 2 of the Dutch Civil Code or to legal successors by which as- signment Adamas will be released from their obligations to the Buyer and whereby the acquiring party will observe with the Buyer the existing rights and/or obligations. The Buyer gives now for then his consent to this assignment and at the first request of Adamas is obliged to give all the (factual) co-operation deemed necessary by Adamas for the said assignment.
17.7. Without the prior written consent of Adamas the Buyer is not allowed to assign his rights and/or obligations under the agreement entered into with Adamas (and any agreements between Adamas and the Buyer resulting from this) and/or these Conditions and/or extra-contractual rights and obligations to any third parties, or to encumber rights for the benefit of third parties with a restricted right (or otherwise).
18. APPLICABLE LAW AND DISPUTES
18.1. The agreement between Adamas and the Buyer is governed by Dutch law.
18.2. The disputes which might arise between Adamas and the Buyer in connection with an agreement entered into by Adamas with the Buyer or in connection with further agreements which might be resulting from it, will be settled by the competent Dutch Court in The Hague.
19.1. These Conditions are listed in Trade Register of the Chamber of Commerce and Industry for Haaglanden under the name of Adamas B.V.