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E-commerce conditions

E-commerce conditions

Article 1. Access
1. Lunado Group B.V. grants access to the customer section of the website, by providing unique login details (login name and password, also called login account).

2. Through the private part of the website, agreements are concluded between Lunado Group B.V. and its customers, including agreements under which products are sold to the customer and by which information about these products is also provided.

3. By placing purchase orders through the private part of the Lunado Group B.V. website, the customer accepts and agrees to comply with the terms and conditions set forth herein.

4. It is the responsibility of the customer to keep the login details (login name and password, also called login account) confidential and not to provide these to third parties. The customer bears sole responsibility for his or her login details.

5. Lunado Group B.V. has the right to block or cancel the login account in case of abuse or suspicion of abuse without notice to the customer.

Article 2. Proof and conclusion
1. An agreement on the private part of the website will be concluded after Lunado Group B.V. has sent the customer written confirmation of an order through the private part of its website.

2. A confirmation may also be sent in the form of an electronic message, in which case a proof of transmission of this message to the customer is also proof of a declaration received by the customer.

3. To the extent that applicable national law permits, Lunado Group B.V. and the customer agree that in the event of a dispute the electronic registration of the transmitted or received message or the reproduction of this registration constitutes proof of the facts contained therein, unless the contrary is proved.

4. Lunado Group B.V. is entitled at all times not to perform a contract if serious reasons, including insufficient limit, incorrect or incomplete information, mutilations, delays, deviations, as well as unauthorised notice, modification and/or sending of a contract.

5. The customer acknowledges that any purchase order placed via the website, during which placement the login details (login name and password, also referred to as a login account) are specified or used, is a valid and binding purchase order and, to the exclusion of all doubt, is equivalent to a signed purchase order.

6. The customer is obliged to ensure its relevant details are provided correctly. This includes address and email details. The customer is obliged to
communicate changes in these details to Lunado Group B.V. without delay.

7. The customer acknowledges that the final confirmation of the order, including prices, numbers and delivery data, is effected in the regular order confirmation sent by the sales department after checking the web order.

8. With due regard to Article 2.7, the customer acknowledges that no rights can be derived from pricing and article information on the website, such as, for example, prices and discounts.

9. With due regard to Articles 2.7 and 2.8, no rights can be derived from the emails generated by the website. The email that the customer receives after placing a purchase order is specific. This email is intended to be a summary of the order.

Article 3. Information on the website
1. When compiling the web catalogue, the greatest possible care and accuracy has been observed to ensure the correct listing of article numbers, descriptions, prices and other information. Should incorrect entries still nonetheless arise, no rights can be derived from these.

Article 5: Other party’s obligations
1. The other party must ensure that: a. it makes available to Lunado all information, approvals (such as permits, exemptions, decisions, etc.) and documents needed for the execution of the agreement promptly in the manner desired by Lunado; b. any data carriers, electronic files, etc. provided by the other party to Lunado are free of viruses and/or defects; c. Lunado has access to the work location at the agreed dates and times. This location must comply with the applicable legal (safety) requirements; d. the third parties engaged by it perform the work or deliveries in such a manner and in such a timely manner that Lunado is not obstructed thereby and is not delayed in the execution of the agreement; e. the workplace is in such a state that Lunado can perform or continue work unrestrictedly; f. Lunado is enabled without delay to arrange for the supply, storage and/or removal of materials and tools; g. Lunado has connections for electricity, gas and water at the work location. The cost of these is for the account of the other party. Lost hours of work due to water, gas or power failures are also borne by the other party; h. (unless otherwise agreed) the required lift platforms and/or other equipment or machines required for the performance of the work are present at the work location without Lunado incurring any costs for this; i. Lunado has free access to toilets and canteens at or near the work location; j. there are adequate facilities for the collection of waste at the location in question; k. there is a space available at the work location where tools, machines, materials, etc. belonging to Lunado can be kept or stored without damage to or theft of these items being possible; l. the other facilities reasonably required by Lunado and/or third parties engaged by it are present at the work location without Lunado and/or its third parties incurring any costs for these; m. Lunado is informed of the location of cables, pipelines, etc. at the work location before starting the work.

2. The other party will ensure that the information provided by it is accurate and complete, and indemnifies Lunado for third party claims arising from incorrect and/or incomplete data.

3. All items delivered by Lunado may only be resold by the other party in the original packaging of Lunado or its supplier. The other party should not make any changes to the original packaging and should prevent damage.

4. The other party is obliged to charge to its customers any selling price or minimum selling price set by Lunado or its supplier, on penalty of forfeiture of an immediately and fully payable fine of € 500.00 per violation. The above without prejudicing Lunado’s right to demand full compensation for damage.

5. If the obligations set out in this article have not been met on time, Lunado is entitled to suspend execution of the agreement until the other party has fulfilled its obligations. The costs associated with the delay and/or costs incurred for performing additional work or other consequences resulting from this are at the expense and risk of the other party.

6. If the other party fails to comply with its obligations and Lunado does not demand compliance from the other party, this will not affect Lunado's right to demand compliance at a later date.

Article 6: Confidential information
1. The Parties undertake to maintain confidentiality with regard to all information they have obtained in connection with the conclusion and execution of the agreement belonging to or about the other party and in respect of which the other party has indicated that this is confidential information or in respect of which they know or ought reasonably to know that the information must be treated confidentially. The parties will only provide this information to third parties inasmuch as this is necessary for the execution of the agreement.

2. The parties will take all reasonable measures to keep confidential information secret and guarantee that their employees or other persons involved in the execution of the agreement under their responsibility will also comply with this confidentiality obligation.

3. The confidentiality obligation does not apply if parties are required by legislation and/or regulations or a court ruling to disclose the confidential information and they may not invoke a statutory entitlement to refuse or an entitlement to refuse granted by a court of law. This exception also applies to employees or other persons referred to in paragraph 2 of this article.

4. Lunado is allowed to publish about the agreed work or deliveries and to reuse the methods etc. used or developed for this, at any time, as long as the privacy of the other party is ensured.

Article 7: Delivery and reception terms
1. Agreed delivery and reception terms can never be deemed to be deadlines. If Lunado fails to fulfil its delivery obligations under the agreement or does not comply with these in due time, it should be sent notice of default by the other party, giving it a reasonable period of time to as yet comply with its delivery obligations.

2. Lunado is entitled to deliver or perform the work in instalments, whereby each delivery instalment or performance instalment can be invoiced separately or periodically.

3. The risk of the goods delivered is transferred to the other party on delivery. In these general terms and conditions ‘on delivery’ is understood to mean the moment when the goods to be delivered leave Lunado's premises or warehouse or the moment when Lunado has informed the other party that these items can be collected by it.

4. Shipment or transport of the ordered goods is done in a manner determined by Lunado, but at the expense and risk of the other party. Lunado is not liable for any damage whatsoever - whether or not to the goods themselves - that relates to the shipment or transport.

5. If, due to a cause in respect of which the risk is borne by the other party, it turns out to be impossible to carry out the work and/or to deliver the ordered goods to the other party or if the goods are not collected, Lunado is entitled to put the goods and/or the materials purchased for the performance of the agreement into storage for the account and risk of the other party. Unless Lunado has expressly established another term, the other party should enable Lunado to as yet carry out the work and/or deliver the goods within 1 month of the date of notification of the storage or the other party should collect the goods within this term.

6. If, after the expiry of the term specified in paragraph 5 of this article, the other party fails to fulfil its obligations, it is immediately in default. In that case, Lunado has the right to terminate the agreement in whole or in part with immediate effect, without judicial intervention, by means of a written notice, and to sell the goods and/or materials to third parties. In the event of the above, Lunado will not be under any obligation to pay compensation for damage, costs or interest.

7. The above will not affect the obligation of the other party to compensate any costs (of storage or otherwise), damage due to delay, lost profits or other damages.

8. Lunado cannot be required to start to deliver the goods or to carry out the work before it has received all necessary data and any agreed (advance) payment from the other party. If this results in a delay, the delivery terms will be extended proportionally.

Article 8: Packaging
1. If the goods are delivered by Lunado in packaging which is intended to be used several times, the packaging will remain the property of Lunado. This packaging may not be used by the other party for purposes other than for which it is intended.

2. Lunado is entitled to charge the other party a fee for this packaging. If the package is returned carriage paid by the other party within the agreed period, Lunado is obliged to accept this packaging and Lunado will refund the fee charged to the other party.

3. If packaging is damaged, incomplete or lost, then the other party will be liable for this damage and its right to a refund of the fee expires.

4. If the damage referred to in paragraph 3 of this article exceeds the fee that has been charged, Lunado is entitled not to accept the packaging. In that case, Lunado can charge the packaging to the other party at cost price less the fee paid by the other party.

5. If packaging is intended to be used only once, Lunado need not take back the packaging and it is entitled to leave this packaging at the other party. In that case, any cost of removing this packaging is payable by the other party.

Article 9: Complaints and returns
1. The other party is obliged to check the goods delivered immediately after receipt and to indicate any visible failures, defects, damage and/or deviations in numbers on the consignment note or accompanying receipt. In the absence of a consignment note or accompanying receipt, the other party should report the failures, defects, etc. to Lunado within 24 hours after receipt of the goods.

2. Other complaints regarding the goods delivered must be reported to Lunado in writing immediately after discovery - but no later than within the agreed warranty period. All consequences of not reporting immediately are at the risk of the other party. If no express warranty period has been agreed, a period of one year after delivery will apply.

3. Other complaints regarding the work performed must also be reported to Lunado in writing immediately after discovery - but no later than within 1 month of the performance of the work. All consequences of not reporting immediately are at the risk of the other party.

4. The other party can consult and download all necessary information and documents to file a complaint and suchlike at the site www.lunado.nl.

5. If a complaint has not been reported to Lunado within the time limits specified in the previous paragraphs, the goods will be deemed to have been received in good condition and to comply with the agreement, or the work will be deemed to have been performed in accordance with the agreement.

6. Ordered goods will be delivered in the (wholesale) packaging in stock at Lunado. Minor deviations accepted in the industry with regard to stated sizes, weights, numbers, colours, etc., do not apply as failures on the part of Lunado. The warranty cannot be invoked with regard to these.

7. Complaints do not suspend the other party's payment obligation.

8. The other party must enable Lunado to investigate the complaint and provide all information relevant to the complaint to Lunado. If, for the investigation of the complaint, the goods have to be returned, or if it is necessary for Lunado to investigate the complaint on site, the related costs are at the expense and risk of the other party, unless it turns out that the complaint was well-founded.

9. In all cases, return shipment will be arranged in a manner to be determined by Lunado and in the original packaging.

10. No complaints are possible regarding goods of which, after receipt, the nature and/or composition has been changed by the other party or that have been fully or partly processed by the other party or that are no longer in the original packaging.

Article 10: Warranties
1. Lunado will ensure that the agreed deliveries or work are completed properly and in accordance with the standards in force in its industry, but never provides a warranty regarding these deliveries that is more extensive than that expressly agreed between the parties.

2. During the warranty period Lunado guarantees the customary standard quality and reliability of the delivery.

3. If a warranty has been issued by the manufacturer or supplier for the goods delivered by Lunado, that warranty will apply equally between the parties. Lunado will inform the other party about this.

4. When using the materials required for the execution of the agreement, Lunado refers to the information provided by the manufacturer or supplier of these materials regarding the properties of these materials. If a warranty has been issued for the materials delivered by the manufacturer or the supplier, that warranty will apply equally between the parties. Lunado will inform the other party about this.

5. Lunado does not guarantee and will never be deemed to have guaranteed that the goods delivered are suitable for the purpose for which the other party wishes to treat or process them, or uses them or cause third parties to use them, unless it expressly confirms this to the other party in writing.
6. In the event that the other party justifiably invokes the warranty terms, Lunado will arrange, free of charge, for repair or replacement of the goods or for refund or reduction of the agreed purchase price. The above is at the discretion of Lunado. In case of additional damage, the provisions set out in the liability article contained in these general terms and conditions will apply.

Article 11: Liability
1. Lunado will accept no liability other than the guarantees explicitly agreed or given by Lunado.

2. Without prejudice to the provisions of paragraph 1 of this article, Lunado will only be liable for direct damages. Any liability of Lunado for consequential damages such as trading losses, loss of profits and/or losses sustained, damage caused by delay and/or personal or bodily injury will be expressly excluded.

3. The other party is required to take all the measures necessary to prevent or reduce the damage.

4. If Lunado is liable for damage suffered by the other party, Lunado's liability for damage compensation will at any time be limited to the amount paid by its insurer. In the event that Lunado's insurer does not pay or the damage is not covered by an insurance policy taken out by Lunado, Lunado's liability for damage compensation will be limited to the maximum amount of the invoice for the goods delivered.

5. The other party should address Lunado within 6 months after it has become aware or could have become aware of the damage suffered by it.

6. The other party cannot claim under the warranty or hold Lunado liable on other grounds if the damage has occurred: a. due to inexpert use or use contrary to the intended purpose of the delivered goods or contrary to the instructions, advice, manuals etc. provided by or on behalf of Lunado; b. due to inexpert storage or maintenance of the goods delivered; c. due to mistakes or incompleteness in the data supplied by or on behalf of the other party to Lunado; d. due to directions or instructions issued by or on behalf of the other party or by a government authority; e. due to external influence, including damage caused by third parties (destruction); f. due to repairs or other work or processing activities performed to the delivered goods by or on behalf of the other party, without the express prior permission of Lunado.

7. In the cases listed in paragraph 6 of this article, the other party is fully liable for all resulting damage and expressly indemnifies Lunado for all claims by third parties for compensation for such damage.

8. The liability limitations contained in this article do not apply if the damage is due to intent and/or conscious recklessness of Lunado or its management staff at executive level or if mandatory legal provisions contravene this. Only in these cases will Lunado indemnify the other party for any third party claims against the other party.

Article 12: Provisions regarding the hire and rental of goods
1. This article applies to any hire and rental agreement concluded between Lunado and the other party or any other agreement concluded between the parties in which a hire element occurs.

2. The hire period, the hire price, any cancellation arrangement and specific agreements regarding the goods for hire are stated in the hire agreement.

3. Lunado is entitled to require a deposit to be paid by the other party prior to commencement of the hire period.

4. The other party must check the hired item upon receipt for defects. Any defects should be communicated by the other party to Lunado as soon as possible - but no later than 24 hours after receipt of the hired item. If no defects are reported, the hired item will be considered to have been received in good condition.

5. Delays that occur during loading, unloading and transportation that are not the fault of Lunado, as well as repairs resulting from negligence of the other party, are also understood to fall within the hire period.

6. The other party is obliged to keep the hired item in good condition and is responsible for damage incurred during the hire period.

7. The other party is not allowed to make changes to or on the hired item without Lunado's prior consent.

8. Defects to the hired item as well as damage and loss or theft must be reported to Lunado in writing without delay communicating all details.

9. Damage or defects may only be repaired by Lunado, or with Lunado's express prior written permission and on the instructions of Lunado.

10. Lunado is authorised to check the condition of the hired item and how it is being used during the hire period. The other party must ensure that Lunado or its authorised agent is granted access to the hired item.

11. Unless the parties have explicitly agreed otherwise in writing, the other party will collect the hired item from Lunado and the other party will return the hired item to Lunado at the end of the hire period. The other party is obliged to return the hired item in the same condition in which it was when the other party received it, except for normal depreciation and wear in connection with normal use, etc., and in the packaging in which it was delivered.

12. If the other party is unable, for any reason, to return the hired item to Lunado, or have it returned by a third party, the other party will owe compensation to Lunado to be established by Lunado in the amount of the new value of the hired item.

13. For each delay in the return of the goods after the expiration of the agreed hire period, the other party will owe a compensation to be established reasonably by Lunado, without prejudice to Lunado's right to full compensation.

14. The other party is entitled to be present at the time of return and subsequent inspection. Any cost of, inter alia, remedying the defects that have to be incurred in order to return the hired item to the condition in which it was in when it was received by the other party, except for normal depreciation and wear in connection with normal use, etc., will be borne by the other party. The above without prejudicing Lunado’s right to compensation for damage and other expenses.

15. The other party must in any event ensure that the hired item is insured for the duration of the hire agreement against the usual risks, such as damage, loss and destruction of the hired item. If the hired item is lost or irreparably damaged, the other party will owe compensation to Lunado to be established by Lunado in the amount of the new value of the hired item.

16. Lunado shall neither be liable to the other party nor to third parties for damage caused by the use by the other party, his staff or third parties engaged by him, unless the damage is the result of intent and/or conscious recklessness of Lunado or her staff at board level.

17. The other party indemnifies Lunado against third party claims, which claims derive from (using) the goods made available by Lunado by way of hire.

18. The hired items remain at all times the property of Lunado. The other party is not allowed to grant third parties any right to the hired item. Neither is it permitted, therefore, for the other party to sub-hire the hired item or, in return for payment or not, to make this available to third parties for use.

19. In the event of a seizure of the hired item, including attachment by the tax authorities of the property found on the premises, or if there is reasonable fear that this will happen, the other party must notify Lunado without delay. In addition, the other party must inform the party levying the seizure immediately that the hired item is owned by Lunado.

20. The other party shall only have possession of the hired item as Lunado's holder and should always prevent third parties from having the impression or the expectation that it is entitled to dispose further over the hired item.

21. The hire agreement will be terminated immediately without legal intervention and any notice of default being required at the moment when the other party: a. is declared bankrupt; b. applies for (temporary) suspension of payment; c. is subjected to forced sale of collaterals; d. is placed under guardianship or administration; e. loses its power of disposition or capacity in relation to its assets or parts thereof in any other way.

Article 13: Payment
1. Lunado is entitled at any time to require (partial) advance payment or any other collateral for payment from the other party. For assembly work, 50% of the contract fee must be paid on the award of the contract.

2. Payment must be made within 30 days of the invoice date. The accuracy of an invoice is confirmed if the other party has not objected to this in writing within 8 days of receipt.

3. If it has been agreed that (periodic) payments will be made by direct debit, the other party must ensure that there is sufficient balance on the account to debit the due amount.

4. If an invoice has not been paid in full on the expiry of the due date referred to in paragraph 2 or if a direct debit fails or is reversed by the other party, the other party will owe Lunado interest due to delay of 2% per month, cumulatively calculated on the principal plus € 15.00 in administration fees. Parts of a month are counted as full month.

5. If, after Lunado's reminder, payment is still outstanding, Lunado is entitled to charge the other party extrajudicial collection costs.

6. The extrajudicial collection costs referred to in paragraph 4 will be, for claims with a principal amount of up to € 25,000.00: a. 15% of the principal amount on the first € 2,500.00 of the claim (with a minimum of € 40.00); b. 10% of the principal amount on the next € 2,500.00 of the claim; c. 5% of the principal amount on the next € 5,000.00 of the claim; d. 1% of the principal amount on the next € 15,000.00 of the claim.

7. If the principal amount exceeds € 25,000.00, Lunado is entitled to charge the other party extrajudicial collection costs on the first € 25,000.00 in accordance with paragraph 5 of this article and for the additional extrajudicial collection costs 10% on these additional fees.

8. For the purpose of calculating extrajudicial collection costs, Lunado is entitled after expiry of 1 year to increase the principal amount of the claim with the interest due to delay cumulatively accrued in that year in accordance with paragraph 3 of this article.

9. In the absence of full payment by the other party, Lunado is entitled to terminate the agreement without further notice of default or legal intervention by written declaration or to suspend its obligations under the agreement until payment has been made or the other party has given due assurance for payment. Lunado also has this suspension right if it has reasonable grounds for doubting the creditworthiness of the other party before the other party is in default with payment.

10. Lunado will deduct payments made by the other party first from all interest and costs due and then from the due and payable invoices that have been open the longest, unless on payment the other party explicitly states in writing that the payment relates to a later invoice.

11. The other party is not entitled to settle any claims held by Lunado against any counterclaims that it may have against Lunado. This also applies if the other party requests a (provisional) suspension of payment or is declared bankrupt.

Article 14: Retention of title
1. Lunado retains the ownership of all goods delivered and to be delivered under the agreement until the other party has fulfilled all its payment obligations to Lunado.

2. The payment obligations referred to in paragraph 1 consist of paying the purchase price of delivered and still to be delivered goods, plus claims relating to work performed in connection with delivery and claims due to the other party’s attributable failure to fulfil its obligations, including payment of damages, extrajudicial collection costs, interest and any fines.

3. In the case of the delivery of identical, non-individualisable goods, the consignment of goods belonging to the oldest invoices will always be deemed to have been sold first. The retention of title therefore in any event always regards all delivered goods that are still in the stock, store and/or possession of the other party at the time the retention of title is invoked.

4. Goods subject to a retention of title may be resold by the other party in the ordinary course of business, provided that, in respect of his customers, he has also stipulated a retention of title on the goods delivered.

5. As long as the goods delivered are subject to a retention of title, the other party is not authorised to pledge these goods in any way or to put them under the factual control of a financer.

6. The other party is obliged to inform Lunado immediately in writing if third parties claim to have title to or other rights to the goods that are subject to a retention of title.

7. The other party is obliged to keep the goods that are subject to a retention of title with due care and identify them as belonging to Lunado until such time that it has fulfilled all its payment obligations towards Lunado.

8. The other party must take out business insurance or property insurance to ensure that the goods delivered under retention of title are at all times co-insured and will provide Lunado access to the insurance policy and the accompanying premium payment certificates on its first request.

9. If the other party acts in breach of the provisions set out in this article, or Lunado invokes its retention of title, Lunado and its employees will irrevocably be entitled to enter the premises of the other party and to take back the goods delivered under retention of title. The above without prejudicing Lunado’s right to compensation for damage and loss of profits and interest and the right to dissolve the agreement by way of a written declaration without any further notice of default being required.

Article 15: Intellectual property rights
1. Lunado is and remains entitled to all intellectual property rights attached to, arising from, related to and/or belonging to the goods delivered or manufactured by Lunado under the agreement. The above applies unless parties have expressly agreed otherwise in writing.

2. The exercise of the rights mentioned in paragraph 1 of this article is expressly and exclusively reserved to Lunado, both during and after the performance of the agreement.

3. The other party guarantees that all information that it will provide or already has provided to Lunado will not infringe the copyright or any other intellectual property right of any third parties. The other party is liable for any damage that Lunado suffers as a result of these infringements and will indemnify Lunado against any claims from these third parties.

Article 16: Bankruptcy and loss of power to dispose of property, etc.
1. Without prejudice to that stated in the other articles of these general terms and conditions, Lunado is entitled to dissolve the agreement by giving written notice without any further notice of default or judicial intervention at the moment when the other party: a. is declared bankrupt; b. applies for (temporary) suspension of payment; c. is subjected to forced sale of collaterals; d. is placed under guardianship or administration; e. loses its power of disposition or capacity in relation to its assets or parts thereof in any other way.

2. That stated in paragraph 1 of this article will apply unless the guardian or administrator recognises the obligations flowing from the agreement as liabilities of the estate.

3. The other party will be obliged at all times to inform the guardian or the administrator of the (content of the) agreement and these general terms and conditions.

Article 17: Force majeure
1. In the event of force majeure with respect to the other party or Lunado, Lunado will be entitled to dissolve the agreement by giving written notice to the other party without judicial intervention or to suspend its obligations towards the other party for a reasonable period without being liable for any compensation.

2. Force majeure with respect to Lunado in the context of these general terms and conditions will include: a non-culpable shortcoming by Lunado, third parties or suppliers engaged by it or other serious grounds on the part of Lunado.

3. Circumstances which are considered force majeure include: war, riot, mobilisation, riots at home and abroad, government measures, strikes within the organisation of Lunado and/or the other party or a threat of these and similar circumstances, disruption of existing exchange rates at the time the agreement was concluded, operational failures due to fire, burglary, sabotage, natural phenomena and suchlike, as well as by weather conditions, roadblocks, accidents and suchlike, transport problems that have arisen, and delivery problems.

4. In the event of force majeure Lunado will be entitled to dissolve the agreement or to suspend its obligations towards the other party for a reasonable period without being liable for any compensation.

Article 18: Cancellation and suspension
1. If the other party wishes to cancel the agreement prior to or during the execution thereof, it will owe compensation to Lunado to be further determined by Lunado. This compensation will comprise all costs already incurred by Lunado and its damage suffered due to the cancellation, including lost profits. Lunado is entitled to fix the aforesaid compensation and – at its discretion and dependent on the deliveries already made – charge 20 to 100% of the agreed price to the other party.

2. The other party will be liable towards third parties for the consequences of the cancellation and will indemnify Lunado for claims from these third parties arising from this.

3. Lunado will be entitled to offset all amounts already paid by the other party against the amounts of compensation owed by the other party.

4. Should the execution of the agreement be suspended at the request of the other party, the compensation for all the work already carried out or costs incurred at that moment will be immediately due and payable and Lunado will be entitled to charge these to the other party. Furthermore, Lunado will be entitled to charge to the other party all costs incurred or to be incurred during the suspension period as well as hours already reserved prior to the suspension period.

5. If it is not possible to resume the execution of the agreement after the agreed suspension period, Lunado will be entitled to dissolve the agreement without judicial intervention by giving written notice to the other party. If the execution of the agreement is resumed following the agreed suspension period, the other party will be obliged to reimburse Lunado for any costs due to the resumption.

Article 19: Applicable law/jurisdiction
1. The agreement entered into between Lunado and the other party will be governed exclusively by Dutch law. Inasmuch as a translated version of these general terms and conditions has been provided, in the case of uncertainty about the interpretation, the Dutch version will prevail.

2. Any disputes will be adjudicated by the competent court in the district where Lunado has its registered office although Lunado will always be entitled to bring the dispute before the competent court in the district where the other party has its registered office.

3. If the other party has its registered office outside the Netherlands, Lunado will be entitled to act according to that set out in paragraph 2 of this article or, at its discretion, to submit the dispute for adjudication by the competent court in the country or the state where the other party has its registered office.