1.     In these General Terms the following words have the following meaning:

(a)   Company: Fotoniq, being the trade name of Fotoniq Products B.V.,registered with the trade register of the chamber of commerce under number 76875091 or any of its group companies selling the Product(s).

(b)  Contract: any agreement, order, assignment or any other oral or written form of communication pursuant to which the Company sells Product(s) to the Customer.

(c)   Customer: the Party receiving any Product(s) from the Company.

(d)  Dispute: any dispute with a Customer arising in connection with these General Terms, any Contract or subsequent contracts resulting there from, including disputes relating to the existence, validity and/or termination thereof.

(e)   General Terms: these general terms and conditions of the Company.

(f)    Parties: the Company and the Customer collectively, and Party means the Company or the Customer as the case may be.

(g)   Product(s): sprayable coating to be applied to glass surface (under trade name “PAR+”) which brings diffusivity inside a greenhouse and/or anyother products and related services as sold or delivered by the Company.

(h)  Project: the project as specified in the Contract.

(i)    Purchase Price: the price for the relevant Product(s) as specified in the Contract.

2.     These General Terms apply to all Contracts, as well as to all requests, quotations, and other transactions among the Parties in relation to the delivery of one or more Products. Any reference to applicability of general terms and conditions of the Customer is explicitly waived by the Customer and renounced by the Company. These General Terms will form integral part of theContract.

3.     The Customer understands and agrees that the Company does not provide any warranty relating to the Product(s).

4.     The Company will not be liable to the Customer or any third parties at any time for any  incidental, or(other) direct, indirect or consequential damages (including loss of  profits, loss in value, loss of goodwill, loss of  anticipated savings, loss of business reputation  or opportunity) or damages resulting from  product liability, non-performance of any of the provisions in the Contract and/or these General  Terms or otherwise.

5.     If, notwithstanding article 4, the Company is liable for damages, such liability will at all times be limited to an amount equal to 50% of thePurchase Price paid for the relevant Project.

6.     The Product will at all times be delivered and applied by theCompany only, unless otherwise agreed upon in writing. Any dates specified by the Company for application or delivery of the Product are indicative and non-binding.

7.     Customer agrees to receive the Product, and its related service, forthe designated Project. Customers agrees to not reverse engineer, deconstruct, or determine the composition of the Product.

8.     The Purchase Price will be paid by the Customer within 30 (thirty)days after the date of the invoice. All payments will be made without any suspension, deduction or set-off.  

9.     To monitor the performance of the Product, at the moment of application and delivery of the Product the Company may install sensors at theProject location, after consultation with Customer. Such sensors will remain the property of the Company. The Customer agrees (i) with such installation,(ii) with such monitoring of the Product by the Company at the Project location and (iii) that any data generated by the Company sensors will be exclusively owned and used by the Company.  

10.  The Customer will at all times (only) clean and maintain the glass on which the Product is applied in the manner and frequency as prescribed by the Company. Customer acknowledges, and is therefore liable for, their reversible effects that may be brought upon them from the Product when deviating from the prescribed manner and frequency.

11.  Each Party will bear its own costs relating to the Project. Any costs relating to the optical performance monitoring specified in article 8will be borne by the Company. For Projects outside of the Netherlands travel and transportation costs will be charged to Customer.

12.  Parties may prescribe certain information, and the exchange of which, as confidential and shall not be made public without prior written consent. Parties agree to negotiate in good faith the terms and conditions of(if any) public disclosure after such prescription takes place.

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13.  These General Terms and any Contract will be governed exclusively by and construed in accordance with the laws of the Netherlands. Applicability of the Convention on the International Sale of Goods is excluded.

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14.  The Company reserves the right to change these terms and conditions at any time without prior notice. In the event that any changes are made, the revised terms and conditions shall be made available on Company website.

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15.  All Disputes will be referred exclusively to, and will be finally settled by, the competent courts of Amsterdam, the Netherlands.

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