Terms and Conditions

Definitions

1.1 Contractor: SIGNTOO BV
1.2 Principal: the natural or legal person on whose instructions services are provided and/or work is carried out and/or goods are supplied or sold, and their representative(s), agent(s), and/or heirs.
1.3 Agreement: the agreement concluded between the Contractor and the Principal concerning the provision of services and/or the carrying out of work and/or the supply of goods to which these general terms and conditions apply.

General

2.1 These General Terms and Conditions apply to all offers, quotations, legal relationships and agreements of Contractor.
2.2 All offers and quotations of Contractor are without obligation, unless otherwise expressly stated in writing by Principal.
2.3 Deviations and additions to these General Terms and Conditions are only valid if expressly agreed in writing.
2.4 Any supplementary (verbal) agreements and/or promises subsequently made by or on behalf of Contractor are only binding if expressly confirmed in writing.
2.5 Client guarantees the accuracy and completeness of the measurements, requirements, specifications and other data provided by or on behalf of Client to Contractor on which Contractor bases the offer.
2.6 Application of any terms and conditions used by Principal is hereby expressly rejected.
2.7 If any provision of these General Terms and Conditions is null and void or is voided, the other provisions of these General Terms and Conditions will remain in full force and effect.
2.8 Unless proven otherwise in writing, the records kept by Contractor shall be conclusive.
2.9 Insofar as Principal performs any performance or makes any preparations for performance in the apparent expectation that an agreement will be concluded or in the apparent assumption that an agreement has been concluded, Principal does so at his own risk.
2.10 Contractor reserves the right, upon entering into the Agreement and prior to (further) performance, to require security from Principal that all payment and other obligations will be met.
2.11 Contractor reserves the right, at his discretion, but if necessary in consultation with the other party, to engage third parties for the performance of the Agreement, the costs of which will be passed on to the other party in accordance with the offer provided.
2.12 If the Principal consists of more than one (legal) person at any time during the performance of the Agreement, each of these (legal) persons will be jointly and severally liable to the Contractor for the obligations arising from the Agreement
2.13 Should one or more of these conditions be or become wholly or partially in conflict with any statutory provision, these conditions will nevertheless remain in full force and effect in all other respects, while the parties will be deemed to have agreed, with regard to the invalid provision, that what is legally permissible comes closest to the purport of the provision rendered inoperative.2.14 Octrooibureau Novopatent shall be entitled to amend and/or supplement these general terms and conditions.Octrooibureau Novopatent shall notify Principal in writing of any material amendment or supplement at least five days before the amendment or supplement in question becomes effective. Unless Main Contractor objects by means of written notification within five days after the date of dispatch of this notification, Main Contractor is deemed to have tacitly agreed to the change and/or supplement.

Prices

3.1 All prices quoted are in Euros and exclusive of turnover tax and other government levies, as well as exclusive of any costs and expenses to be incurred in the context of the Agreement, such as but not limited to travel expenses.
3.2 All prices quoted are exclusive of packaging, shipping or delivery costs, unless agreed otherwise in writing.
3.3 Prices are based on price-determining factors which were known at the time the offer was made.
3.4 The Contractor reserves the right to correct obvious errors in offers and/or quotations.
3If the price increase amounts to more than 10% of the agreed price, the Principal is entitled to terminate the Agreement in writing, provided this is done within 14 days of receiving the adjusted price.
3.6 Termination of the Agreement by the Client as referred to in the preceding paragraph shall not entitle the Client to compensation and if the Client terminates the Agreement pursuant to the preceding paragraph, the Supplier shall be entitled to charge the Client for all costs incurred up to the time of termination.

Payment

4.1 Unless expressly agreed otherwise in writing, invoices will be paid within 14 days of the invoice date in the manner specified by Contractor and on the payment terms specified by Contractor.
4.2 In the event of non-payment or late payment by Principal, Principal will be liable to pay interest of 10% of the invoice amount per month on the outstanding amount immediately and ipso jure, from the date on which payment was due to Contractor at the latest until the date of full payment, with a full month being counted as a started month. If Principal remains in default of payment after a reminder or notice of default, Contractor can pass on the claim for collection, in which case Principal will be obliged to pay all extrajudicial and judicial costs in addition to the amount then due and interest.
4.3 Payments will always be applied to reduce the costs and interest owed (in that order) and then to reduce the principal sums, whereby the former go first.
4.4 The Principal is not entitled to set-off or to suspend a payment.
4.5 The Contractor is entitled to execute the Agreement in various phases and to invoice the part that has been executed separately. In that case, Contractor will invoice immediately after the relevant phase of the Agreement has been performed or after the assignment/order has been confirmed by Contractor.
4.6 In the event of an Agreement with Principal, Contractor is entitled to demand full payment of the invoice amount in advance.4.7 Contractor is entitled to invoice immediately after the offer has been approved by Principal, prior to the provision of services or the delivery of goods, unless Contractor invoices in the interim pursuant to Article 4.5 or if Principal and Contractor explicitly agree otherwise in writing.
4.8 The Contractor may require security from the Principal when concluding the Agreement.
4.9 Complaints about the invoice must be submitted to the Contractor within 14 days of the invoice date, failing which the invoice will be deemed to have been approved.

Formation and duration of the Agreement

5.1 The Agreement is concluded by written or oral acceptance by the Client of the offer with the Contractor's applicable general terms and conditions, or by the Contractor's commencement of the delivery of the service or product.
5.2 Agreements are concluded for a fixed term specified in the order confirmation.
5.3 All images, specifications and data in offers of the Contractor are indicative and cannot be a reason for compensation or cancellation of the Agreement.
5.4 Each Agreement is entered into under the suspensive conditions of sufficient availability of the relevant goods.

ObligationsClient

6.1 In order for the execution of the Agreement to proceed as well and as much as possible in accordance with the time schedule, the Client will, if necessary and after written agreement between the parties, make a sufficient number of employees from its own organization available and will otherwise make all material and resources available.

(Delivery) terms

7.1 All (delivery) periods stated or agreed by the Contracted Party have been established to the best of the Contracted Party's knowledge on the basis of the information known to the Contracted Party at the start of the Agreement.
7.2 The Contracted Party will make every effort to observe the agreed (delivery) periods as much as possible. The mere exceeding of a stated or agreed delivery or other deadline will not cause the Contractor to be in default.
7.3 The Contractor will not be in default on account of a deadline being exceeded until the Client has given it written notice of default. The deadlines to which the Contractor is bound will never be regarded as strict deadlines.
7.4 The Contractor is not bound by (delivery) deadlines which can no longer be met due to circumstances beyond its control which have occurred after the Agreement was concluded or if the parties have agreed to change the content or scope of the Agreement.

Force majeure

8.1 In the event of force majeure, the Contractor is authorized to suspend the performance of all or part of its obligation and the Principal may not demand performance or compensation.
8.2 If the Contractor exercises its authority to suspend, the Principal is not authorized to terminate the Agreement.
8.3 If the period of force majeure lasts longer than two months, either party is entitled to terminate all or part of the Agreement without being liable for compensation, on the understanding that if the Contractor has partially fulfilled its obligation before or after the force majeure occurred, it will always be entitled to a proportional part of the price.
8.4 The Contractor also has the right to invoke force majeure if it occurs after it should have fulfilled its obligation.
8.5 Force majeure is understood to mean any form of circumstance beyond the control of the parties or unforeseen circumstances as a result of which the Principal can no longer reasonably expect the Contractor to fulfil the Agreement.
8.6 Force majeure also includes industrial action, excessive absenteeism of personnel, transport difficulties, fire, government measures, quota restrictions and/or operational breakdowns at the Supplier and/or its suppliers, as a result of which the Supplier is no longer able to fulfil its obligations to the Client.

Liability

9.1 The liability of the Contractor - as well as its representatives/agents, employees and third parties engaged by the Contractor - will always be limited to the amount paid out in the relevant case under the applicable liability insurance policy of the Contractor, increased by the amount of the excess payable by the Contractor under the applicable policy conditions. If, for whatever reason, no payment is made under the aforementioned insurance policy, Contractor's liability will always be limited to the amount paid by Client to Contractor in respect of the Contract, or the part thereof, in connection with which the liability has arisen, up to a maximum of EUR 2,000.
9.2 Contractor will never be liable for indirect damage, including but not limited to consequential damage, trading loss, loss of profits, missed savings and/or damage due to business interruption.
9.3 Contractor is not liable for damage, of whatever nature, resulting from inaccurate and/or incomplete data provided by or on behalf of Principal or persons or goods made available by Principal.
9.4 Principal is obliged to take out adequate business liability insurance (AVB) in good time, a copy of which must be submitted to Contractor on first request.

Indemnification

10.1 The Client will indemnify the Contractor against all possible claims by third parties in connection with the performance of the Agreement.
10.2 The Client will be obliged to assist the Contractor both in and out of court if the Contractor is sued by a third party as referred to in the first paragraph of this article, and to do immediately all that may be expected of the Client in that case. If Principal fails to take adequate measures, Contractor shall be entitled, without notice of default, to take such measures itself. All costs incurred by Octrooibureau Novopatent as a result shall be borne in full by Principal.

Due date

11.1 Notwithstanding the statutory limitation periods, the statute of limitations for all claims and defenses of the Client vis-à-visContractor shall be two months - but in the case of a consumer-Contractor thirteen months - from the time such claims and defenses arise.

Termination of the Agreement

12.1 The Agreement may be terminated, terminated or dissolved by the Contractor at any time with immediate effect, without being liable to pay any compensation to the Client and without prejudice to the Contractor's right to claim compensation from the Client if:
(a) the Client fails to fulfil one or more of its obligations or fails to fulfil them on time and fails to do so within a reasonable period;
(b) the Client is granted a suspension of payments or is declared bankrupt, or a petition to that effect is filed;
(c) the Client's business is terminated or transferred, whether in whole or in part
d) a prejudgment attachment or attachment under a warrant of execution is levied against the Client, unless the Client, within eight calendar days of a request to that effect from the Contractor, has, in the Contractor's reasonable judgment, provided appropriate security for all that the Client owes and will owe to the Contractor; and/or
e) any other circumstance arises as a result of which the Contractor must conclude from a communication from the Client that the latter will fail to fulfil the Agreement.
12.2 In the cases referred to in Article 12.1, all amounts owed by the Client to the Contractor - including any interest and damages - will be immediately due and payable in full.

Consumer - right of withdrawal

(Exclusively) If the Client is a consumer who has purchased a product via the internet, telephone or mail order, or has purchased a service from the Contractor, the following in Article 13 applies in addition to - and if necessary in derogation from - these general terms and conditions.

Upon delivery of products

13.1 When purchasing products, the consumer-Contractor has the option of dissolving the Agreement without giving reasons for 14 days. This cooling-off period commences on the day following receipt of the product by the consumer or a representative designated in advance by the consumer and made known to Contractor.[MOU1]
13.2 During the cooling-off period, the consumer-Client will handle the product and its packaging with care. He shall only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the product to Contractor with all delivered accessories and - if reasonably possible - in its original condition and packaging, in accordance with the reasonable instructions provided by Contractor. [MOU2]
13.3 If the Consumer-Client wishes to exercise his right of withdrawal, he must notify Contractor of this within 14 days of receiving the product. The Consumer-Client must make this known using the model form (Annex 1). After the Consumer-Client has made it known that he wishes to exercise his right of withdrawal, he must return the product within 14 days. The Consumer-Client will have to prove that the delivered goods have been returned in time, for example by means of a proof of dispatch.
13.4 If the Consumer-Client has not made known its wish to exercise the right of withdrawal or has not returned the product to the Contractor at the end of the withdrawal period of 14 days, the purchase will be irreversible.

When providing services

13.5 In case of delivery of services - which should also be understood to include rental - the consumer-Client has the option of dissolving the Agreement without giving reasons for a period of 14 days, commencing on the day of entering into the Agreement. This is no longer free of charge in the last 120 hours before delivery.
13.6 In order to make use of his right of withdrawal, the consumer-Client will refer to the information provided by the Contractor in the offer.

Costs in case of withdrawal

13.7 If the Consumer-Client makes use of its right of withdrawal, at most the costs of returning the product will be entirely for its account, both in case of purchase and in case of provision of services.
13.8 If the Consumer-Client has paid an amount, the Contractor will refund this amount as soon as possible, but at the latest within 14 days after withdrawal. This is subject to the condition that the product has already been received back by Contractor.[MOU4]

Exclusion of right of withdrawal

13.9 The Contractor excludes the consumer-Client's right of withdrawal for products and services as described in paragraphs 1 and 2.
13.9.1: Products:
a) that have been produced by the Contractor in accordance with the specifications of the Consumer-Client;
b) that are clearly personal in nature;
c) that cannot be returned due to their nature;
d) that can age quickly;
e) of which the price fluctuates without the Contractor having any influence in this;
f) for audio and video recordings and computer software of which the Consumer-Client has broken the seal.
g) for hygiene products of which the consumer-Client has broken the seal.
13.9.2: Services:
a) such as vacation accommodation rental, carriage of goods, car rental, leisure services, to be performed on a specific date or during a specific period;
b) the delivery of which commenced with the express consent of the Consumer-Client before the expiry of the 14-day cooling-off period;
c) concerning betting and lotteries.

Miscellaneous

14.1 The Client will not be entitled to transfer any right or obligation arising from the Agreement to third parties without the Contracted Party's written permission.
14.2 The Client will not in any way whatsoever disclose to third parties the Agreement or anything of which it becomes aware in connection with the conclusion or performance of the Agreement and of which it knows or may reasonably suspect the confidential nature. The previous sentence does not apply insofar as disclosure is necessary for the performance of the Agreement or the Client is obliged to disclose on the basis of any statutory provision.
14.3 After the termination of the Agreement, regardless of the cause, those provisions will remain in force which by their nature are intended for that purpose. In the event that individual provisions are not valid for whatever reason, the other provisions will remain in full force.

Applicable rights disputes

15.1 Belgian law applies to all agreements to which these general terms and conditions apply in full or in part. The applicability of the 1980 United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention/CISG) is expressly excluded.
15.2 All disputes relating to or arising from this Agreement shall be submitted to the competent court in Antwerp.

The provisions stated in this section apply in addition to the General Provisions of the General Terms and Conditions if Contractor leases products toClient.

16.1 Unless otherwise agreed, the Client must itself collect the rented goods from the Contractor and return them upon termination of the Agreement. The delivery and/or return of the rented goods will be entirely at the expense and risk of the Client.
16.2 If the Client makes use of employees of the Contractor during loading and/or unloading, these employees will be deemed to be performing their services at that time in subordination to and under the responsibility of the Contractor, and the Client will therefore be fully liable to the Contractor in this respect as well.
16.3 Upon receipt, the Client will be deemed to have inspected the rented goods thoroughly and to have received them in good condition.
16.4 If Contractor has undertaken vis-à-vis Principal to deliver the rented goods to the other party, Contractor will endeavour to adhere as closely as possible to the agreed delivery period.Exceeding the delivery period, however, can never, even after notice of default, give rise to a claim for damages.
16.5 The rental period applies for a period of one day or a multiple thereof,unless explicitly agreed otherwise. The rental period starts on the first rental day at the agreed time of delivery ex warehouse and lasts up to and including the last agreed rental day. The rented equipment must be delivered to Contractor before 10:00 a.m. on the day following the last day of rental, unless otherwise agreed.
16.6 Principal is obliged to return the rented goods to Contractor no later than the time specified in Article 16.5, failing which Principal will be liable to pay Contractor an immediately payable penalty in the amount of the daily price of the rented goods for each hour of delay, without prejudice to Contractor's right to additional compensation.
16.7 Principal is obliged to place the rented goods at Contractor's disposal at the time mentioned in Article 16.5 in the same condition as they were provided, fully cleaned. If it should turn out that the goods are defective or damaged, or that the Principal has not cleaned the goods or has cleaned them inadequately, the Contractor will be entitled to charge the Principal the cost of repair or cleaning.

Obligations of the other party

17.1 Principal is obliged to use the leased goods only in accordance with the provisions of this Agreement and to treat the leased goods in accordance with the operating instructions.
17.2 Principal is not permitted to put the leased goods or goods made available to third parties to use, sublet or otherwise make them available without prior written permission from Contractor.
17.3 Principal and/or the third parties hired by him are not permitted to make any changes to the leased goods. If this nevertheless happens, Contractor accepts no responsibility and/or liability for any damage resulting from this. All costs of repair or replacement of the leased goods will be borne by the Principal.
17.4 The Principal will be obliged to grant the Contractor, its representative(s) or agent(s) access to the leased goods at all times.
17.5 The Principal undertakes to keep and guard the leased goods with due care and diligence. The Principal shall ensure safe and proper storage for the rented goods. If the Principal does not have such storage facilities, it must notify the Contractor in writing in advance. Failing this, the Contractor will be entitled to charge the Principal for the additional costs incurred by it, or to suspend the Agreement until the Principal has arranged for such storage.
17.6 The risk of loss, theft or damage to the rented goods will pass to the Principal as soon as they leave the Contractor's warehouse.
17.7 Principal is obliged to insure the rented goods for the duration of the retained ownership against the risk of fire and explosion, water damage, as well as against loss, theft and damage.

Reservations and cancellations

18.1 It is possible to reserve goods for rental from the Contractor. When the Agreement is concluded, the time and period to which the reservation relates and against which the hired goods must be available to the Principal will be determined in mutual consultation and laid down in the Agreement. If the Principal does not take possession of the rented object at the agreed time and for the agreed period, the Principal will nevertheless be obliged to pay the full rent.
18.2 Without prejudice to the foregoing, the Principal will be entitled to give written notice of termination of the Agreement or to cancel the Agreement in writing with due observance of the following terms and under the Principal's obligation to pay the following amounts to the Contractor. In the event of cancellation:
a) less than 14 days but more than 5 days in advance: 50%
b) within 5 days in advance: 100% of the agreed price.

Damages and defects

19.1 The Principal shall be obliged to examine the leased goods, or have them examined, at the time they are made available. Defects and deviations must first be reported in writing, failing which the leased goods will be deemed to be sound.
19.2 The Principal is obliged to report any damage and defects to leased goods to the Contractor immediately. No repairs may be made by the other party without the Contractor's permission.
19.3 Changes and/or repairs to the leased goods will only be made or carried out by the Contractor in its own workshop, unless the Contractor specifies otherwise.
19.4 Defects or damage to the leased goods do not give the Principal any rights vis-à-vis the Contractor, in particular not the right to replacement and/or compensation.

Retention of property

20.1 All goods delivered to the Client will remain the property of the Contractor until all amounts owed by the Client for the goods delivered under the Agreement, as well as any amounts due to the Contractor for any failure to fulfil its payment obligations, have been paid to the Contractor in full.
20.2 As long as ownership of the goods delivered has not passed to the Client, the Client may not pledge or transfer ownership of the goods or grant any other right to them to third parties, except as provided for in the following paragraph.
20.3 The Client is permitted to sell and deliver the goods delivered under retention of title to third parties in the ordinary course of business. Client is obliged to keep the goods delivered under retention of title separately with due care and as the recognizable property of Supplier.
20.4 If Client fails to comply with the provisions of Article 20.3, it will be assumed that the goods present of the kind delivered by Supplier belong to Supplier.
20.5 Principal is obliged to insure the delivered goods for the duration of the retention of title against the risk of fire and explosion, water damage, as well as against theft.

Delivery

21.1 Delivery takes place ex Contractor's warehouse, unless otherwise agreed. From the moment of delivery, the goods delivered will be at the risk of the Client.
21.2 If the Contracted Party arranges for the transport/shipment of the goods delivered, this will take place entirely at the expense and risk of the Client, unless otherwise agreed.
21.3 The Client must check the goods for accuracy, completeness and damage upon delivery.
21.4 Principal is obliged to take delivery of the delivered goods at the moment that Contractor delivers them or has them delivered, or at the
moment at which they are made available to him in accordance with the agreement.
21.5 If Principal refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, Contractor is entitled to store the goods for Principal's account and risk.

Advertising and warranty

22.1 The Client is obliged to examine the delivered goods (or have them examined) at the time of delivery. Defects and deviations must be noted on the consignment note/packing slip, failing which the delivered goods will be deemed to be sound.
22.2 Any visible defects must also be reported to Contractor in writing within 8 working days of delivery, on penalty of forfeiture of rights.
22.3 Contractor's guarantee scheme and period corresponds to the factory guarantee period for the delivered goods. Contractor is, however, at no time responsible for the ultimate suitability of the delivered goods for each individual application by Client, nor for any advice regarding the use or application of the delivered goods.
22.4 If a complaint is justified and the defect falls within the (valid) factory warranty on the delivered goods, Contractor will replace the defective goods. Contractor is in all cases only liable within the limits of the provisions in article "Liability".
22.5 The warranty in paragraph 4 lapses if: a) Principal has repaired and / or processed the delivered goods himself

Risk

or had them repaired and/or processed by third parties;
b) The delivered goods have been exposed to abnormal conditions or
otherwise carelessly treated or have been treated contrary to the
instructions of the Contractor and/or on the packaging;
c) Defectiveness is wholly or partially the result of regulations
which the government has laid down or will lay down with regard to the nature or quality of the materials used.
23.1 The risk of loss or theft of or damage to the items, products, parts or software that are the subject of the Agreement will pass to the Client at the moment at which they leave the Contractor's warehouse (Ex Works).
23.2 The Client must take out adequate insurance in respect of the risk referred to in the preceding paragraph, the insurance policy of which can be requested and inspected by the Contractor on first demand.[MOU5]

Returns

24.1 Return shipments are possible only with the prior written permission of Contractor.
24.2 Goods that have been processed in whole or in part, damaged goods and packaged goods, the packaging of which is missing or damaged, can never be returned.
24.3 Return of delivered goods takes place at the expense and risk of the Client and is only permitted with the written permission of Contractor under the conditions to be set by Contractor.

Implementation of the Agreement

25.1 In executing the work, Contractor will exercise the care of a good contractor.
25.2 In executing the Agreement, Contractor assumes a best-efforts obligation and therefore does not guarantee the result.
25.3 Contractor has the right, in consultation with Client, to have the Agreement partially executed by third parties. Any liability of Contractor for shortcomings of third parties is excluded.
25.4 The applicability of Sections 7:404, 7:407 (2) and 7:409 of the Dutch Civil Code is hereby expressly excluded.
25.5 If a term has been agreed for the completion of the assignment arising from the Agreement, this will never be a deadline for Contractor. If the term is exceeded, the Client must give the Contractor written notice of default.

Changes and additional work

26.1 Changes to the Agreement made by the Client that could not have been foreseen by the Contracted Party and which cause extra work will be charged on by the Contracted Party to the Client in accordance with the agreed rate. Additional work will also be involved if the Contracted Party has to perform more or other work in the execution of the Agreement as a result of the provision of incorrect and incomplete information by the Client. The Contracted Party will have the right to charge the Client for the costs of additional work on the basis of subsequent calculation.
26.2 Any changes requested by the Client in the execution of the Agreement after its conclusion must be communicated by the Client to the Contracted Party in good time and in writing. An amendment to the Agreement will only be valid if it has been accepted in writing by both the Contracted Party and the Client.
26.3 Amendments to the Agreement may cause the originally agreed delivery period to be exceeded. The Contracted Party will notify the Client of this in good time.

Co-operationDirector

27.1 The Client will provide the Contracted Party, on request or otherwise, with all the relevant information required for the proper performance of the Agreement.
27.2 In the event that the Client has not made the information necessary for the performance of the Agreement available or has not done so in time or in accordance with the arrangements made, or in the event that the Client has not fulfilled its duty to provide information in any other way, the Contracted Party will be authorized to suspend the performance of the Agreement until further notice.
27.3 In order to ensure that the Agreement is executed as well and as much as possible in accordance with the time schedule, the Principal will, if necessary, make a sufficient number of employees from its own organization available and will otherwise make all materials and auxiliary resources available.
27.4 Any additional costs incurred by the Contractor as a result of information, personnel or materials not having been made available or not having been made available in good time will be borne by the Principal.

Cancellations

28.1 If the Client and the Contractor agree that the Contractor will perform services on a specific performance date and the Client wishes to change this date, the Client will reimburse the Contractor for all costs related to this change. In the event of cancellation:
a) less than 14 days but more than 5 days before the performance date: 50%
b) within 5 days before the performance date: 100% of the agreed price.

Final Provisions

29.1 Subject to a special exception, SIGNTOO BV's representatives or delegates shall not be authorised to bind SIGNTOO BV or to receive payment of advances or invoices.
29.2 If the customer is an intermediary acting on behalf of a third party, the customer shall be obliged to communicate these general terms and conditions to this third party and to have it sign them. In the event of the customer's insolvency, SIGNTOO BV shall be entitled to address the ultimate customer directly.