ARTICLE 1. | DEFINITIONS
In these terms and conditions, the following, consistently capitalised terms are used with the following meaning.

1.	MB TT: MB Transport Techniek, the user of these terms and conditions, established on Strijpweg 26, 3999 NW in Tull en 't Waal, listed in the Trade Register under Chamber of Commerce number 85271861.
2.	Client: any legal or natural person acting from the exercise of a profession or business, with whom MB TT has concluded or intends to conclude an Agreement.
3.	Parties: MB TT and the Client jointly.
4.	Agreement: any agreement between Parties in the context of which MB TT has committed itself, against payment, vis-a-vis the Client to provide Services.
5.	Services/Provision of Services: the provision of services that MB TT has committed itself to in the context of the Agreement, also including, though not exhaustively and in the widest sense of the term, engineering work regarding transport materiel, such as innovation and development, the preparation of sketches and calculations, the drawing up of concepts, the analysis and testing of solutions of third parties and corrections in the matter, project management, repair work, the execution of inspections, and the conducting of diagnoses, as well as the giving of (on-line) training in the field of transport technology.
6.	In writing: besides traditional written communication, communication by e-mail.

ARTICLE 2. | GENERAL PROVISIONS 
1.	These terms and conditions are applicable to every quotation of MB TT, to each Agreement, and to all legal relationships between Parties flowing therefrom.
2.	The applicability of any possible terms and conditions of the Client, by whatever name these are designated, is expressly rejected.
3.	What is established in these terms and conditions can only be derogated from expressly and in Writing, such as by way of the quotation of MB TT accepted by the Client. If and to the extent what Parties have agreed expressly and in Writing deviates from what is stipulated in these terms and conditions, what Parties have agreed expressly and in Writing applies.
4.	Verbal arrangements or commitments made verbally before or after adoption of the Agreement do not bind MB TT, unless MB TT have confirmed these in Writing to the Client.
5.	The annulment or nullity of one or more of the provisions from these terms and conditions leaves unaffected the validity of the other provisions. In such case as may occur, Parties are obliged to enter into mutual consultations so as to make a substitute arrangement with respect to the impaired clause. The purpose and tenor of the original provision are thereby observed as much as possible.

ARTICLE 3. | QUOTATIONS AND ADOPTION OF THE AGREEMENT
1.	Every quotation of MB TT is non-committal, even in case it is indicated therein that the quotation is valid for a specific term. A quotation of MB TT can be revoked until immediately after, or at least as soon as possible after the acceptance thereof by the Client, by MB TT still.
2.	No rights can be derived by the Client from a quotation of MB TT which contains an apparent error or mistake, nor from a quotation of MB TT which is based on incorrect or incomplete information that was provided by the Client.
3.	Each Agreement is adopted, without prejudice to what is established in section 1 of this article, at the moment that the quotation of MB TT has been accepted by the Client in such manner as may have been indicated to such effect by MB TT. Quotations of MB TT can exclusively be accepted in unaltered form, unless MB TT indicate otherwise.
4.	If the Client concludes the Agreement (also) on behalf of another natural or legal person, he declares to be authorised to do so by entering into the Agreement. The Client is severally and jointly liable, besides this (legal) person for compliance with the obligations flowing from that Agreement.

ARTICLE 4. | NO EXCLUSIVITY 
Unless established otherwise expressly and in Writing, MB TT do not commit themselves to any exclusivity vis-a-vis the Client and MB TT will not be restricted in any manner to accept assignments from third parties.

ARTICLE 5. | OBLIGATIONS OF THE CLIENT IN GENERAL 
1.	The Client guarantees that he provides all information that is reasonably relevant to the preparation and implementation of the Agreement, as soon as possible as is required for such preparation or implementation respectively, completely and in the manner that may have been prescribed for the purpose by MB TT, to MB TT. 
The Client guarantees the correctness of all information provided by him to MB TT. MB TT are never liable for damage that has occurred because they relied on incorrect or incomplete information provided by the Client.
2.	The Client furthermore guarantees that he renders, free of charges, all assistance and authorisations to MB TT that are required for the execution of the Provision of Services.
3.	If and to the extent the Services are provided on location of the Client or such other location as has been indicated by the Client and agreed between Parties:
-	the Client makes sure that MB TT will have at their disposal, free of charges, all equipment, other matters, and facilities that MB TT can reasonably want;
-	the Client guarantees that the designated work environment and the equipment, other matters, and facilities referred to (can be used and) are safe in accordance with such legislation and regulations as may apply.
4.	If and to the extent collaborators of or managers within the organisation of the Client, or other third parties designated by the Client, are involved in the implementation of the Agreement, the Client guarantees that these persons are timely available to MB TT and that they render all assistance so as to allow the proper and sound implementation of the Agreement by MB TT.
5.	With respect to the results of the Services and the work that is carried out, by whomever, on the location of the Client or another location designated by the Client (also including the Services to be provided by MB TT), the Client is responsible, to the exclusion of MB TT, for correct compliance with local environmental legislation and regulations and legislation and regulations in the field of labour law. In addition, the Client is responsible, to the exclusion of MB TT, for the use of the results of the Services and for the work done by whomever on location of the Client or on any other location designated by the Client.
6.	If the Client does not comply with his obligations from the Agreement, including what is established in these terms and conditions and in particular what is stipulated in the previous sections of this article, MB TT reserve themselves the rights as referred to in article 9.

ARTICLE 6. | THIRD PARTIES 
1.	If the proper implementation of the Agreement so requires in the opinion of MB TT, MB TT have the right to engage third parties for the implementation of the Agreement. Articles 7:404 and 7:407 section 2 of the Netherlands Civil Code (BW) do not apply to the Agreement.
2.	MB TT are not liable for any possible shortcomings of such third parties as may have been engaged by them for the implementation of the Agreement. The applicability of article 6:76 BW (Civil Code) is excluded.
3.	These terms and conditions are also stipulated for the benefit of such third parties as may be involved by MB TT in the implementation of the Agreement. These third parties therefore, to the extent the right to compliance with the relevant clauses by their nature cannot be exclusively reserved to MB TT, can appeal to the provisions of these terms and conditions vis-a-vis the Client as if they, instead of MB TT, were a party to the Agreement themselves.
4.	Without prejudice to what is established in section 2 of this article, it is possible that such parties as are deployed in connection with the implementation of the Agreement by MB TT, want to limit their liability in the matter. MB TT assumes, and if necessary hereby stipulates, that the Agreement concluded with them comprises the authority to accept such a limitation of liability on behalf of the Client as well.

ARTICLE 7. | DURATION AND INTERMEDIATE CANCELLATION OF THE AGREEMENT
1.	The Agreement ends through completion of he agreed Services, or through the expiry of the fixed term which has been established expressly and in Writing.
2.	If the Client cancels the Agreement intermediately and a fixed term was not established expressly and in Writing, the following cancellation arrangement applies. In case of:
-	cancellation through the 14th day (excluded) before the start of the Services, cancellation occurs free of charges;
-	cancellation between the 14th day (included) and 7th day (excluded) before the start of the Services, the Client owes 20% of the agreed total price;
-	cancellation between the 7th day (included) and the day (excluded) of the start of the Services, the Client owes 40% of the agreed total price;
-	in case of later cancellation, also including cancellation after the start of the Services, the Client owes compensation for such Services as may have been provided already, as well as 50% of the fee for the Services that will no longer be provided after cancellation.
If and to the extent an hourly rate is agreed, taken into consideration to determine the established total price is the expected expenditure of time, multiplied by the hourly rate applicable for the same. A reasonable statement of the expected expenditure of time made by MB TT is binding for the Client.
 Expenses made not included in the established fee and expenses already made are borne by the Client in addition.
3.	If the Agreement is adopted for a specific term, it cannot be cancelled by the Client intermediately, unless it is established otherwise expressly and in Writing. In case such an intermediate cancellation option is established expressly and in Writing, a notice period applies of 15% of the initially agreed term, unless established otherwise expressly and in Writing. Notice must be given or confirmed in Writing.
4.	If it is not established expressly and in Writing that an Agreement which is adopted for a fixed term can be cancelled by the Client intermediately and notice is nevertheless given by the Client, MB TT are entitled to the compensation of the loss of profit that has occurred as a result, as well as to such expenses as have already been incurred, to the extent these cannot be included in the loss of profit.

ARTICLE 8. | FORCE MAJEURE 
1.	MB TT are not obliged to comply with any obligation from the Agreement if and for as long as they are prevented from doing so by a circumstance which cannot be attributed to them pursuant to the law, a legal transaction, or commonly held opinion (force majeure). By force majeure is intended, besides what is defined as such in legislation and jurisprudence, all external causes that MB TT do not have control over and which render impossible or seriously complicate the (further) implementation of the Agreement, also including illness, work incapacity for different reasons, shortcomings of third parties, calamities, government measures, war and the threat of war, malfunctions or the outage of the internet or telecom infrastructure, cyberattacks, power outages, and flooding.
2.	If the situation of force majeure renders the fulfilment of the Agreement permanently impossible, or the situation of force majeure continues for more than three months, Parties have the right to rescind the Agreement with immediate effect.
3.	If MB TT when the situation of force majeure becomes effective have already fulfilled their obligations from the Agreement in part, or are only able still to fulfil their obligations from the Agreement in part, they have the right to bill the part implemented already or respectively the part of the Agreement still to be implemented, separately, as if it regarded a separate Agreement.
4.	Damage as a result of force majeure, without prejudice to the application of the previous section, is never eligible for compensation.

ARTICLE 9. | SUSPENSION AND RESCISSION 
1.	MB TT are authorised to suspend the further implementation of the Agreement if and for as long as the Client does not or does not fully comply with his obligations from the Agreement which are exigible already (thus also including what is established in these terms and conditions).
2.	MB TT are authorised to rescind the Agreement completely or in part with immediate effect, if the Client does not, does not timely, or does not fully comply with his obligations from the Agreement, unless the shortcoming of the Client, considering its special nature or minor importance, does not reasonably justify such rescission with all its consequences.
3.	Unless the Client has already completely fulfilled his (future) payment obligations vis-a-vis MB TT, MB TT have the right to rescind the Agreement completely or in part with immediate effect if the Client is in a state of bankruptcy, any attachment has been levied on his assets, or he is otherwise unable to freely dispose of his assets.
4.	MB TT furthermore have the right to rescind the Agreement completely or in part if circumstances occur which are of such a nature that compliance with the Agreement is impossible, or the unaltered maintaining thereof cannot reasonably be demanded of them.
5.	The Client is never entitled to any form of compensation of damages in connection with the right of suspension and/or rescission exercised by MB TT on grounds of this article.
6.	If the grounds which have led to suspension or rescission of the Agreement can be attributed to the Client, the Client is obliged to compensate the damage incurred by MB TT as a result.
7.	If MB TT rescind the Agreement on grounds of this article, any possible outstanding claims on the Client become instantly payable.

ARTICLE 10. | FEE, EXPENSES, AND PAYMENTS 
1.	The fee against which MB TT provide the Services and such surcharges and expenses as may be borne by the Client are established by Parties expressly and in Writing.
2.	All amounts listed by MB TT and owed by the Client to MB TT are exclusive of VAT, unless indicated otherwise expressly and in Writing.
3.	Barring to the extent it is established otherwise expressly and in Writing, MB TT have the right to demand partial or full payment in advance or a down payment from the Client, under the proviso that in case the Agreement has a lead time longer than one week, MB TT will invoice the Client weekly or monthly.
4.	Payments must occur by way of bank transfer, within the term indicated on the relevant invoice. MB TT apply a standard payment term of 14 days after invoice date, but they may deviate therefrom in individual cases.
5.	Barring proof to the contrary from the Client, the records of MB TT are decisive to determine the hours worked and the expenses made.
6.	Payment must occur without any appeal to suspension or setoffs.
7.	MB TT have the right to provide the invoices intended for the Client exclusively by e-mail.
8.	If timely payment fails to occur, the default of the Client enters into effect legally. As from the day that the default of the Client becomes effective, the Client owes an interest of 2% per month on the outstanding amount, whereby a part of a month is considered as an entire month.
9.	All reasonable costs, both judicial, extrajudicial, and enforcement costs, incurred to obtain the sums owed by the Client are borne by the Client.

ARTICLE 11. | LIABILITY AND INDEMNIFICATION 
1.	The Client bears the damage caused by inaccuracies or omissions in the information provided by him or on his behalf, any other shortcoming in complying with the obligations of the Client which flow from the law or the Agreement, as well as any other circumstance which cannot be attributed to MB TT. Damage as a result of a circumstance as referred to above does not constitute grounds for the Client to claim the compensation of damages or of anything else.
2.	MB TT provide the established Services to the best of their understanding and abilities and in accordance with the requirements that may be set for a competent professional in the sector. Barring to the extent a commitment to a specific result flows mandatorily from the nature and/or tenor of the relevant undertaking, MB TT solely commit themselves to guarantee their best effort.
3.	In the context of project management and other Services in connection with which the Client, or a third party by his order, eventually realises a final product, MB TT are not responsible for the realisation of such final product or for its failure to come about, and MB TT are never liable for damage flowing from the use of the final product.
4.	The liability of MB TT for indirect damage, consequential damage, lost profit, missed savings, reduced goodwill, damage due to operational stagnation, damage as a result of claims by purchasers of MB TT, the maiming or loss of data, damage related to the use of matters or software of third parties prescribed by the Client to MB TT, damage related to the deployment of suppliers prescribed by the Client to MB TT, and all other forms of damage than those listed in the following section, on any account whatsoever, is excluded.
5.	The limitations of the liability of MB TT stipulated in these terms and conditions do not apply if the damage can be attributed to the wilful intent or deliberate recklessness of MB TT or their managing subordinates. MB TT can exclusively be held accountable for direct damage which can be attributed to them. By direct damage is exclusively intended:
-	reasonable costs to determine the cause and the scope of the damage, to the extent the determination regards damage in the sense of these terms and conditions;
-	such reasonable costs as may be required to render the defective performance of MB TT compliant with the Agreement;
-	reasonable costs incurred to prevent or mitigate damage, to the extent Client proves that these costs have led to the mitigation of the direct damage as referred to in these terms and conditions.
6.	In case despite what is established in the previous section of this article MB TT were to be subject to any liability for direct damage, such liability is limited to the proper provision of the Services still. If the proper provision of the Services still is not possible or it does not fully provide for the indemnification of the Client for damage for which MB TT may be liable, on any account whatsoever, such liability is limited to a maximum of one time the invoice value of the Agreement, or rather the part of the Agreement that the liability is in regard to, or, if the Agreement has a term longer than six months, the part of the fees owed over the last six months.
7.	The final sentence of the previous section applies under the proviso that the liability of MB TT is always limited in any event to the amount that is effectively disbursed in the relevant case for the benefit of Client on grounds of the liability insurance taken out by MB TT, plus such deductible of MB TT as is applied pursuant to that insurance. For Clients and the Provision of Services in the United States or Canada, the liability insurances of MB TT do not provide coverage on account of uninsurable risks. The maximum liability of MB TT for direct damage for which they may be liable despite what is established in these terms and conditions and for which the relevant liability insurance taken out by MB TT does not provide coverage therefore is limited to what is stipulated in section 6 of this article.
8.	The Client is obliged, unless such cannot be demanded of him in connection with circumstances, to allow MB TT in proper consultation to restore their errors or shortcomings, for which MB TT may be liable, within a reasonable term and at their expense, or to mitigate or eliminate the damage flowing from those errors or shortcomings.
9.	The right to file a lawsuit or defence against MB TT lapses if the alleged error or shortcoming is not communicated within thirty days after its discovery, or at least after having been reasonably able to discover the same, to MB TT in Writing, including substantiation.
10.	The limitation period of all legal claims and defences against MB TT amounts to one year. The liability of MB TT lapses through the expiry of five years as from the day on which the Agreement has ended on any grounds whatsoever.
11.	The Client safeguards MB TT against any possible claims by third parties which incur damage in connection with the implementation of the Agreement and the cause of which is attributable to others than MB TT. If MB TT were to be addressed by a third party on such account, the Client is obliged to assist MB TT both extrajudicially and judicially and to do everything without delay that can reasonably be expected of him in such case. Were the Client to be negligent in the taking of adequate measures, MB TT have the right, without any default notice, to proceed to do so themselves. All costs and damage on the part of MB TT and/or third parties that have occurred as a result are entirely at the expense and risk of the Client.

ARTICLE 12. | CONFIDENTIALITY 
1.	MB TT will keep all confidential information, such as confidential business information and data files of the Client and other confidential information that has come to the knowledge of MB TT upon the implementation of the Agreement with care and in secrecy, to the extent the authority to the contrary does not mandatorily flow from the nature or tenor of the Agreement. The Client, his staff, and such third parties as are deployed by him are also obliged to observe the secrecy of confidential information that derives directly or indirectly from MB TT.
2.	Information is designated as confidential if this has been communicated by Parties or if this flows from the nature of the information.
3.	Parties will only use confidential information received from each other for the purpose it is provided for.
4.	The obligations from this article are not applied if one of the Parties is obliged pursuant to the law or a court ruling to provide confidential information to third parties. In that case, the other Party never has the right to rescind the Agreement, nor is it entitled to compensation of the resulting damage.
5.	MB TT have the right to use the knowledge accumulated through the implementation of the Agreement for other purposes to the extent no confidential information about (the organisation of) the Client, or persons involved in the Provision of Services, is thereby brought to the knowledge of third parties.

ARTICLE 13. | INTELLECTUAL PROPERTY AND LICENSE 
1.	MB TT reserve themselves all rights and powers of intellectual property which according to the law, which is also intended to include copyrights law 'Auteurswet', fall to them. The results flowing from the Provision of Services protected by intellectual property of MB TT may exclusively be used by the Client for the uses intended by Parties upon adoption of the Agreement and may thus not be multiplied, reproduced, processed, or transmitted to third parties, barring to the extent this is in accordance with the uses referred to above.
2.	The Client forfeits his right to (let) use the results flowing from the Provision of Services if and for as long as he is negligent with the fulfilment of his payment obligations from the Agreement.
3.	If the Agreement has not ended in a regular manner, the Client only has the right to (let) use such results as have flown from the Provision of Services following the prior Written permission of MB TT. MB TT can subject this permission to further conditions, such as the payment of a usage fee that is to be further established. 
 
ARTICLE 14. | FINAL PROVISIONS 
1.	MB TT have the right at all times to transfer their rights and obligations from the Agreement to a third party, for example in the event of a change to their legal form.
2.	Any Agreement and all legal relationships flowing therefrom between Parties are exclusively subject to Netherlands Law.
3.	Before making a possible appeal to the court of law, Parties are obliged to make a maximum exertion to resolve the dispute in mutual consultation.
4.	Exclusively the competent court of law within the district of Midden-Nederland is designated in the first instance to hear any possible legal disputes between Parties, without prejudice to the right of MB TT to designate a different court of law which is competent according to the law.
5.	If these terms and conditions are available in multiple languages, the Dutch version thereof is always decisive for the interpretation of the clauses included therein.