Nikinc Dental B. V. expressly rejects the applicability of the Other Party's general or special terms on any Agreement, unless and after Nikinc Dental
Nikinc Dental B. V. is entitled to set off all claims it has against Other Party against any debt that Nikinc Dental B.V. may have towards the Other Party or towards any (legal) persons affiliated with the Other Party.
Nikinc Dental B. V. may at all times request a full or partial advance payment, as well as any form of security including - but not limited to - pledges and bank guarantees. If and as long as the Other Party is in default with regard to the requested security or full or partial advance payment, Nikinc Dental B.V. will be entitled to suspend its obligations towards the Other Party.
Nikinc Dental B. V. will only provide Services and Items of Property that were explicitly agreed on between Parties In writing. Should a description of the Services and/or Items of Property not be included, the Services and/or Items of Property will be provided in accordance with the common practice in the field of Nikinc Dental B.V.. The Other Party must provide all other deliveries, activities, permissions, licenses and dispensations at its expense.
Nikinc Dental B. V. may terminate the Agreement at its discretion at any time. In the event that Nikinc Dental B.V. has already commenced its performance, Nikinc Dental B.V. will compensate the Other Party for any reasonable extra costs it incurs in relation to the transition to another supplier, except in the event of force majeure as referred to in Article 14.
Nikinc Dental B. V.has fulfilled its obligation to deliver the Items of Property when it puts the Items of Property at the disposal of the Other Party at the agreed-on time in its warehouse, or the warehouse of a third party engaged by Xxxxxx Xxxxxx B.V. The delivery document signed by or on behalf of the Other Party and/or any accompanying appendices of the carrier will constitute full proof of delivery by Nikinc Dental B.V. of the Items of Property listed in the delivery document and/or the accompanying appendices.
Nikinc Dental B. V. is entitled to unhindered access to the Items of Property subject to the retention of title. The Other Party will offer full cooperation to Nikinc Dental B.V. in allowing Nikinc Dental B.V. to exercise its retention of title under Article 9.1 by repossessing the Items of Property. All costs incurred in the repossession of the Items of Property will be at the expense of the Other Party.
Nikinc Dental B. V. shall not issue any guarantee on the Items of Property and Services beyond the guarantee agreed on In writing with the Other Party. In case of errors in the design, faulty material and manufacturing faults, the Other Party will be entitled to repairs only, unless Nikinc Dental B.V. decides to replace the Items of Property.
Nikinc Dental B. V. will inform the Other Party of any (threat of) force majeure without delay. In that event, Nikinc Dental B.V. will be entitled to suspend the Agreement for the duration of the force majeure situation by means of a Written notification without any obligation to pay damages.
Nikinc Dental B. V. indemnifies the Other Party against any claims in relation to the Items of Property delivered and/or provided by Xxxxxx Dental B.V. relating to claims based on the infringement(s) of intellectual property rights valid in the Netherlands, provided that the Other Party (a) will immediately inform Xxxxxx Xxxxxx B.V. of the existence and the contents of the legal claim; and (b) will leave the handling of the case, including any settlement negotiations, entirely up to Xxxxxx Xxxxxx B.V.. The Other Party will provide full cooperation with the necessary formalities, and, to the extent this is necessary, allow Nikinc Dental B.V. to raise a defense against these legal claims on its behalf. This obligation to indemnify will lapse if the infringement is related to any adjustments made to the Items of Property by the Other Party, or by any third parties, as well as in the event of an infringement of these Conditions by the Other Party.
