General terms and conditions of SeBo B.V., with its registered office and principal place of business in
(5171 PS) Kaatsheuvel at Bevrijdingsweg 16.
Version of May 2018, filed with the Chamber of Commerce under number 18123528
Article 1: Applicability of these general terms and conditions
The general terms and conditions set out below apply to all present and future agreements and offers in the context of which SeBo B.V., hereinafter referred to as: “SeBo”, registered in the commercial register under number 18123528, on whatsoever legal basis – including but not limited to sale, assignment or contracting work – inter alia delivers goods, renders services, produces and executes tailor-made products and projects (all this hereinafter jointly referred to as “the performance”) as well as to the statements to be issued in that context. Anyone who is engaged by SeBo in the context of performing the agreement can rely on these general terms and conditions towards the other party. General terms and conditions that are presented at any time by the other party to SeBo are expressly rejected. A number of the provisions of these general terms and conditions relate to natural persons who do not act in the course of a profession or business. In that event, the other party is referred to in these provisions as “the other party who is a consumer”. In the event of conflict between the contents of the agreement concluded between SeBo and the other party and these general terms and conditions, the provisions of the agreement will prevail.
Article 2: The coming into effect of agreements and the contents of the agreement
- The offers from SeBo are without obligation and are valid during 30 days after their date, unless stated otherwise. SeBo has the right to withdraw an offer without obligation up to and including the fifth working day after receipt of the acceptance. Following acceptance by the other party, SeBo will send an order confirmation/contract confirmation to the other party.
- If the other party provides SeBo with data, drawings and suchlike, SeBo may assume that these are accurate and complete and will base its offer thereon.
- The prices referred to in the offer are based on the most recent Incoterms or on Ex Works or DAP, all this in accordance with the provisions in the next sentence. With regard to tailor-made products/projects (for example saddling rooms and kitchens), the prices are including assembly and DAP, unless agreed otherwise in writing. With regard to standard prices (for example blanket rails), the prices are excluding assembly and Ex Works, unless agreed otherwise in writing. Prices stated to the other party acting in the course of a profession or business are exclusive of turnover tax. Prices stated to the other party who is a consumer include turnover tax.
- If the other party at any time decides against further proceeding with the request for delivery/completion of a performance, SeBo has the right to charge all costs that it has incurred for the execution of its work to the other party.
- If an agreement comes into effect between SeBo and another party who is a consumer, in a manner as a result of which Dutch legislation concerning long-distance purchase applies (for example sale by fax or sale by means of contact by telephone), and the purchased goods are not produced in accordance with the client’s specifications, the client will be entitled to terminate the agreement within fourteen days after receipt of the goods.
Article 3: Intellectual property rights
- Unless agreed otherwise in writing, SeBo retains – or if necessary SeBo obtains – the copyrights and all other intellectual property rights to the offers, designs, images, drawings, models or trial models, software and suchlike provided by it, as well as all possible intellectual property rights that arise during or due to the implementation of the agreement. The other party will, insofar as relevant, provide all necessary cooperation to any possible transfer of intellectual property rights to SeBo.
- The rights to the data intended and referred to in paragraph 1 of this article remain the property of SeBo regardless of whether the other party has been charged for the costs of the production thereof. This data may not be copied, used, or disclosed to third parties, without explicit prior permission in writing from SeBo. The other party will owe to SeBo an immediately due and payable financial penalty for each breach of this provision of EURO 25,000 per breach and EURO 1,000 for each day during which the breach continues. This financial penalty can be claimed in addition to compensation on the basis of the law.
- The data as referred to in paragraph 1 of this article that were provided to the other party, must be returned by the other party upon first request within a period set out by SeBo. In the event of breach of this provision, the other party will owe to SeBo an immediately due and payable financial penalty of EURO 25,000 plus an amount of EURO 1,000 per day during which the other party omits to fulfil its obligations in this respect. This financial penalty can be claimed in addition to compensation on the basis of the law.
- If an invention has arisen as a result of a request by the other party and the ultimate development thereof by SeBo, SeBo has the right to apply for a patent on this invention in its name and on its account. SeBo will promptly inform the other party of its decision related thereto.
Article 4: Advice and information provided
- The other party cannot derive any rights from advice and information that the other party receives from SeBo if this advice and information is not directly related to the agreement.
- The other party indemnifies SeBo against any claims by third parties related to the use of advice, drawings, calculations, designs, materials, samples, models and suchlike provided by or on behalf of the other party.
- If SeBo displays or provides an image, sample or design to the other party, this will only serve by way of indication to which the performance does not need to correspond, with the exception of and insofar as the parties have expressly agreed otherwise.
- Upon the entering into or implementation of the agreement, SeBo is not obliged to warn the other party of inaccuracies in the assignment, defects or unsuitability of goods of the other party, or of errors or defects in the specifications, plans, drawings, calculations and suchlike provided by the other party.
Article 5: Delivery period / implementation period
- The delivery period and/or implementation period of the delivery will be determined by SeBo as an estimate. An agreed delivery/completion period will apply as an estimate and will not be a final deadline – even if an end date or a period has been agreed – unless the contrary has been agreed expressly in writing. In the event of late delivery/completion due to the fact that a final delivery period agreed in writing is not achieved, SeBo must be given notice of default in writing, whereby SeBo must be granted a reasonable period to be determined in consultation with SeBo for implementation of the delivery/completion.
- Upon determining the delivery period and/or implementation period of the performance, SeBo assumes that it can perform the agreement under the circumstances as known to it at the time of entering into the agreement.
- The delivery period and/or implementation period of the performance commences only after SeBo and the other party have signed the agreement, the agreed (advance) payment has been received and the necessary terms and conditions for the implementation of the agreement are complied with.
- If the circumstances differ from those known to SeBo when it determined the delivery period and/or implementation period, SeBo can extend the delivery period and/or implementation period by the time that SeBo needs to perform the agreement under these circumstances. If the work cannot be fitted in the schedule of SeBo, it will be executed as soon as the schedule of SeBo permits this.
- If there is additional work as described in article 8 of these general terms and conditions, the delivery period and/or the implementation period will be extended by the time that SeBo requires to deliver (have delivered) the materials and parts for this and to execute the additional work. If the additional work cannot be fitted in the schedule of SeBo, the work will be executed as soon as SeBo’s schedule permits this.
- If there is suspension of obligations by SeBo, the delivery period and/or implementation period will be extended by the duration of the suspension. If continuation of the work cannot be fitted in the schedule of SeBo, the work will be executed as soon as SeBo’s schedule permits this.
Article 6: Delivery/completion (equipage)
- This article concerns the blanket rails and other equipage to be delivered by SeBo.
- Unless the contrary is expressly agreed, delivery will take place Ex Works from the warehouse in the Netherlands, from which SeBo, or as the case may be a third party engaged by it, delivers. This also applies if SeBo accepts the obligation to transport the performance. In derogation from the provisions of the previous sentence, with regard to the other party who is a consumer, the time of delivery is the time when the goods are actually made available to him/her.
- The other party will be obliged towards SeBo to immediately take receipt of the (purchased) goods as soon as these are offered to the other party. If the other party does not take receipt of the goods, the goods will apply as being delivered at the time when SeBo has offered these, following which SeBo can keep the goods in its possession at the other party’s expense and risk. SeBo is not obliged to conclude insurance for the goods thus stored.
- The other party will be obliged to inspect the goods delivered by SeBo promptly after the delivery for their sound condition insofar as this inspection is reasonably possible, and in any event for quantity and directly visible defects, and to note the defects upon delivery. Furthermore, the other party must inform SeBo as soon as possible, but in any event within three working days after the delivery, of the defects by means of a precise description in writing.
- Furthermore, the other party must, within eight working days after the delivery but in any event prior to use/ processing, thoroughly inspect the goods and, if a defect appears, submit a precisely described complaint to SeBo in writing as soon as possible but in any event within a period of fifteen working days.
- Complaints that are made after the periods referred to in this article do not have to be accepted for handling by SeBo and will not result in any liability on the part of its enterprise. If SeBo does handle such complaints, its efforts must be regarded as a goodwill gesture without accepting any liability, unless otherwise agreed in writing. If it appears that any complaint has been made unjustifiably and SeBo has executed work or delivered goods in the context thereof, SeBo will have the the right to charge all this to the other party at the prices usually applicable for Sebo.
Article 7: Delivery/completion of tailor-made items/projects
- This article concerns items/projects produced tailor-made by SeBo on the assignment from the other party, including in any event saddling rooms and kitchens, which are – in principle – also assembled by SeBo at the other party’s premises.
- Delivery/completion of tailor-made items/projects takes place by the statement of SeBo that all work with regard to the performance has been executed and that the performance must be regarded as delivered.
- Delivery/completion also takes place due to the following events:
- if the other party has approved the performance;
- if the performance has been taken into use by the other party;
- if SeBo has informed the other party in writing that the agreed work is completed and the other party has not made it apparent in writing within eight days after the notification whether or not the performance is approved.
- The other party cannot withhold its approval on the basis of minor defects or absent parts that can be repaired or delivered within 30 days after the notification of the completion of the work and which do not prevent taking the performance into use. Such complaints cannot prevent the delivery/completion.
- If the other party does not approve the performance, the other party will be obliged to make this apparent to SeBo in writing with statement of reasons, within the period referred to above of eight days after the notification of the completion. The other party must provide SeBo with the opportunity to deliver the agreed work within a reasonable period. If the other party does not provide SeBo with the opportunity to deliver the work, or the other party does not provide cooperation to delivery/completion, the other party will be liable for the damage resulting therefrom, and the agreed performance must be regarded as delivered.
- Complaints will not suspend the payment obligation on the part of the other party.
- The previous paragraph does not apply to the other party who is a consumer.
Article 8: Execution
- If SeBo executes assembly work upon instruction of the other party, the other party will ensure at its expense and risk that:
- all work can take place at location without any interruption, delay or hindrance;
- if vertical construction transport is necessary, the personnel of SeBo can use a construction lift or internal lift made available by the other party, which will be ready for immediate use;
- suitable facilities will be present for the personnel of SeBo, including lockable storage spaces for the materials, tools and other auxiliary materials, as well as a parking facility for the vehicles of (the personnel of) SeBo and the third parties engaged by it;
- the usual facilities such as gas, electricity and water will be made available in a timely manner and free of charge at the correct place;
- all necessary safety and other precautions have been taken and will be maintained;
- upon commencement and during the assembly, the goods sent by SeBo as well as the goods to be made available by the other party are present at the correct place and time;
- all necessary permits and other decisions, as well as the necessary licences etc., have been issued.
- If the other party does not comply with the above, SeBo will have the right, without the other party being able to invoke the omission thereof against SeBo, to suspend its work and/or to personally arrange the necessary facilities and to charge on the costs thereof to the other party.
- The other party bears the risk and is liable for damage related to loss, theft, burning and damage of property of SeBo, the other party and third parties, such as tools, materials intended for the work or equipment used during the work, which are situated at the location where the work will be executed, or at another agreed location.
- The other party is obliged to take out adequate insurance against the risks referred to in paragraph 3 of this article.
- Changes in the agreed work will in any event result in contract extras or contract reductions if:
- there is a change in the design after the signing of the agreement;
- there is a change in the specifications that form the basis of the offer after the signing of the agreement;
- there is a change in the contents and/or scope of the agreement;
- the information provided by the other party does not correspond with reality.
- Additional work is calculated by SeBo on the basis of the price-determining factors as applicable at the time when the additional work is executed.
- Contract reductions that occur after concluding the agreement will only be settled on the basis of the number of man hours to be spent less. The parts not purchased due to the contract reductions remain the property of SeBo.
- The other party will be obliged to pay the price of the additional work as referred to in paragraph 5 of this article at the discretion of SeBo at one of the following times:
- at the time when the additional work occurs;
- at the next agreed payment term after the additional work occurs.
Article 9: Security
SeBo has the right to require the provision of security upon entering into the agreement. Furthermore, SeBo has the right to require security or additional security during the implementation of the agreement if it receives indications with regard to a reduced creditworthiness of the other party such that SeBo may reasonably doubt that the other party will fulfil its obligations. This applies in any event if the other party does not comply with its obligations in spite of notice of default. If the other party, in spite of notice of default, does not provide security, SeBo has the right to suspend its obligations on the basis of the agreement, to terminate the agreement in the interim without judicial intervention and/or to unilaterally change the agreed payment terms.
Article 10: Termination
In the event that the other party fails imputably, SeBo has the right, in addition to the right to terminate the agreement concerned, to also terminate the other agreements existing between SeBo and the other party that have not yet been completed, by means of a statement in writing, or to suspend the implementation thereof. In that event SeBo also has the right to claim from the other party in a lump sum all that which the other party owes to it. The rights described in this paragraph do not affect the other legal rights of SeBo that it can also exercise if the other party is declared insolvent, is granted (provisional) moratorium, or if application of judicial debt rescheduling is granted.
Article 11: Retention of title; right of retention and pledge
A: Retention of title:
All deliveries take place subject to retention of title. SeBo retains the ownership of the goods delivered or to be delivered to the other party on whatsoever legal basis until the other party:
- has paid in full the price of all these goods, plus the interest and costs owed, and
- has paid all claims with regard to the work executed or to be executed by SeBo for the other party’s benefit in the context of the agreement(s) concerned, and
- has paid the claims that SeBo acquires against the other party if the other party fails in the fulfilment of the obligations referred to above. The risk of the goods sold subject to retention of title will be for the other party from the time of the delivery.
The other party may not in any manner whatsoever use the goods subject to retention of title for security of claims other than those of SeBo. If a third party holds the goods for the other party and if the other party is in breach towards SeBo, the other party will be obliged to inform SeBo of the name and address of this third party and SeBo will be permitted to inform this third party that this party must hold the goods for SeBo henceforth.
It applies between SeBo and the other party that a right of pledge will be established for the benefit of SeBo on movable property (not subject to registration) that SeBo acquires possession of from the other party for security of the claims that SeBo has or will acquire against the other party on whatsoever basis. The right of pledge comes into effect without further formalities at the time when SeBo acquires possession of the goods concerned.
C: Right of retention:
SeBo has the right to also exercise a right of retention accruing to it for the payment of all that which the other party owes to it on whatsoever basis.
Article 12: Liability and force majeure
- With due regard to that which is stipulated in these general terms and conditions, SeBo can be sued due to an attributable failure and/or unlawful act only during one year after the delivery/completion of the performance.
- If SeBo acknowledges that it has failed imputably, or if this is established in another manner, it will have the right within a reasonable period after the other party relies thereon, to inform the other party that it will execute or redeliver or complete that which is absent, or that it will once again deliver the performance, or will proceed with repair free of charge. Upon declaring its choice, SeBo will take the interests of the other party into account within reason.
- In the event that SeBo fails imputably, it will only be obliged to execute that which is described in paragraph 2, if the costs attached thereto together with the compensation that the other party can claim, are reasonably expected not to be any higher than the amount for which SeBo accepts liability as evidenced by the provisions of paragraph 4 of this article.
- With the exception of the event of intention or wilful recklessness, if it can be determined that, in addition to or instead of that which is determined in these general terms and conditions with regard to its liability, SeBo owes on whatsoever basis compensation by law, SeBo limits its liability to a maximum of the agreed price for the performance (excluding VAT), minus (the value of) that which SeBo has already performed in the context of the attributable failure or unlawful act. If and insofar as this limitation is not upheld, SeBo limits its loss to the amount that the liability insurer of SeBo actually pays out. The other party indemnifies SeBo, unless a mandatory legal provision prevents this, against all claims by third parties – inter alia with regard to product liability – insofar as these claims exceed the maximum referred to in the previous sentence.
- Liability for indirect damage, including lost profit, consequential loss, financial loss, lost savings and loss due to business interruption, is expressly excluded.
- In addition to that which is considered to be force majeure on the basis of the law, strike actions and/or sickness of employees of SeBo shall apply as such, as well as breach of contract and/or force majeure on the part of its suppliers, carriers or other third parties that are involved in the agreement; traffic congestion, natural force, war or mobilisation, obstructive measures of any authority; fire and other accidents in its company as well as other circumstances, insofar as the result thereof is that the (further) implementation of the agreement is not possible, or cannot reasonably be expected from SeBo, and the hindrance last longer than three weeks, or it must reasonably be assumed that this will be the case, or if it is established that the hindrance will make the implementation of the agreement, wholly or in part, permanently impossible. If force majeure has thus been established, each of the parties will have the right to terminate the agreement entirely or partially (for the part that the force majeure relates to), in which latter event parties will be obliged to perform the agreement for the part that has not been terminated. If termination is proceeded with on the basis of this paragraph, none of the parties will owe any compensation to the other party.
- If there is any hindrance that is in all reasonableness expected not to last longer than three weeks after the arising of one of the circumstances referred to in the previous paragraph, this does not constitute force majeure and the period within which SeBo must deliver will be extended by a reasonable period, without one of the parties being able to terminate the agreement.
- In this article, failing imputably also includes acting unlawfully.
Article 13: Guarantee
- Unless agreed otherwise in writing, SeBo guarantees the soundness of the performance for a period of five years after the delivery/completion thereof. If a derogating guarantee period has been agreed upon, the other paragraphs of this article also apply.
- The other party must provide SeBo in all events with the opportunity to eliminate/remedy any defect in the performance.
- The other party can only rely on the guarantee included in paragraph 1 if it has fulfilled all its obligations on the basis of the agreement and these general terms and conditions vis-à-vis SeBo.
- No guarantee is provided if defects are the result of:
– normal wear and tear;
– improper use by the other party;
– failure to execute maintenance or incorrectly executed maintenance;
– installation, assembly, modification or repair by the other party or by third parties;
– defects or unsuitability of goods originating from or prescribed by the other party;
– defects or unsuitability of the used goods or auxiliary materials prescribed by the other party.
- No guarantee will be provided with regard to:
– delivered goods that were not new at the time of delivery;
– parts for which a manufacturer’s warranty is provided.
- The other party cannot transfer rights on the basis of this article.
Article 14: Payment, prices, rates
- The prices referred to in the offer are based on the most recent Incoterms or on Ex Works or DAP, unless agreed otherwise in writing. With regard to tailor-made products (such as for example saddling rooms and kitchens) the prices are including assembly and DAP, unless agreed otherwise in writing. With regard to standard prices (such as for example blanket rails) the prices are excluding assembly and Ex Works, unless agreed otherwise in writing. The stated prices are exclusive of turnover tax if the other party acts in the course of a profession or company. The stated prices include turnover tax if the other party is a consumer.
- All quotations of SeBo take place with the proviso of price changes. Changes in tax and duties will be charged on in all events. In the event of an increase of the (purchase) prices – including those of importers and suppliers of SeBo – and in the event that changes occur in labour costs, taxes, social security costs, other terms of employment, exchange rates or unforeseen circumstances after the coming into effect of the agreement between SeBo and the other party, SeBo will have the right to increase the agreed prices in accordance with the aforesaid increase.
- With regard to an agreement with a party who is a consumer, price increases within three months after the coming into effect of the agreement are only permitted if they are the result of statutory regulations or provisions. Price increases after three months following the coming into effect of the agreement are in principle permitted, always provided that the other party will be entitled to terminate the agreement in that event. SeBo can nullify the effect of a termination statement by informing the party who is a consumer, as soon as possible but in any event within three days after the receipt thereof, that SeBo will maintain the agreement at the price stated earlier.
Article 15: Payment, settlement, costs
- Unless agreed otherwise in writing, payment by the other party to SeBo must take place in accordance with the following payment schedule, namely:
– 50% of the total agreed price prior to or upon signing the agreement (whereby payment must take place upon first request from SeBo and without any further payment term applying);
– 40% of the total agreed price after finalisation of the production of the performance, which moment will be notified by SeBo to the other party (whereby payment must take place upon first request from SeBo and without any further payment term applying);
– 10% of the total agreed price upon delivery/completion (whereby payment must take place upon first request from SeBo with a payment term of 10 days after the request for payment).
- If derogation is made in writing from the payment schedule as included in paragraph 1 of the present article, payment must take place at all times within ten (10) days after the invoice date.
- The right of the other party to set off or suspend any of its claims against SeBo is excluded. In derogation from the aforesaid, the option of suspension of its obligations is not excluded for the other party who is a consumer.
- Regardless of whether SeBo has completely delivered the agreed performance, all that which the other party owes or will owe to SeBo on the basis of the agreement will be immediately due and payable if:
- the payment schedule as referred to in paragraph 1 of the present article is not adhered to;
- the payment term as referred to in paragraph 2 of the present article is exceeded by more than 10 days;
- the liquidation or moratorium of the other party is applied for;
- attachment is levied on the other party’s goods or claims;
- the other party (a company) is dissolved or liquidated;
- the other party (a natural person) is granted the application to be permitted to the statutory debt rescheduling, is placed under guardianship or has died;
- the other party does not fulfil any of its obligations on the basis of the agreement.
- If the other party does not fulfil its payment obligations, the other party will immediately owe interest to SeBo. The interest amounts to 12% per year unless the statutory interest is higher, in which case the statutory interest will apply. A part of the month will be regarded as a full month for the interest calculation.
- SeBo will be entitled to set off its debts to the other party against claims of enterprises affiliated with SeBo against the other party.
- If the other party does not fulfil its payment obligations or not in a timely manner, the other party will owe all extrajudicial costs to SeBo.
- If SeBo succeeds in legal proceedings, all costs it has incurred related to these proceedings will be at the other party’s expense.
- The extrajudicial as well as the judicial costs will be calculated on the basis of the rate – possibly per unit of time – that is charged by the third party engaged by SeBo for dealing with similar cases.
- If the other party who is a consumer does not fulfil its payment obligations, this party must be given notice of default stating a period for fulfilment and the interest and costs becoming due in the event of non-fulfilment after expiry of this period, whereby this party will owe the payment in accordance with the table that is included in the Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten) with regard to the extrajudicial costs.
Article 16: Cancellation
- SeBo is entitled to suspend the implementation of an agreement as soon as it has well-founded fear to assume that the other party will not (or cannot) completely fulfil its obligations under the agreement or other agreements.
- Cancellation by the other party must take place by a specific date and in writing and is only possible subject to the conditions a, b, and c in this article. The other party cannot derive any rights from a verbal cancellation. Cancellation is valid only after this has been signed and thus approved by SeBo.
- In the event of postponement or cancellation by the other party, the other party is obliged to pay compensation to SeBo on the basis of the following percentage:
- in the event of cancellation after the deposit of 50% of the agreed price has been received until 42 calendar days prior to the agreed delivery/completion date, 50% of the agreed price (and therefore the amount of the deposit);
- in the event of cancellation during the period between 42 calendar days and 21 calendar days prior to the agreed delivery/completion date, 75% of the agreed price;
- in the event of cancellation from 21 calendar days prior to the agreed delivery/completion date, 100% of the agreed price.
- The provisions of paragraph 3 are without prejudice to the right of SeBo to claim the damage actually suffered if this amounts to more. If the other party postpones the time of the delivery/completion, this will be regarded as a cancellation unless SeBo agrees to a new delivery date and a new price possibly to be agreed upon as a result.
Article 17: Engagement of third parties
SeBo may, without consultation with the other party, arrange for specific deliveries and work to be executed by third parties, if SeBo deems that this is required for the proper implementation of the agreement. The costs of this person or third party to be appointed or engaged will be charged to the other party and must be paid by the other party.
Article 18: Applicable law and court with competent jurisdiction
- The law of the Netherlands exclusively applies to all agreements that SeBo concludes with the exclusion of the applicability of the United Nations Convention on Contracts for the International sale of Goods (Vienna sales Convention).
- All disputes arisen between SeBo and the other party will be exclusively adjudicated at first instance by the Zeeland-West-Brabant District Court, Breda location, in the Netherlands, without prejudice to the right of appeal and/or cassation, and without prejudice to the right of SeBo to bring legal proceedings against the other party before a Court that has competent jurisdiction otherwise.
Article 19: Privacy, data leak and liability
- The other party will, for the implementation of the agreement, provide personal data to SeBo, which will possibly be processed by SeBo upon instruction of the other party. In that event, SeBo expressly processes the personal data under the (ultimate) responsibility of the other party. The processing of personal data by SeBo will exclusively take place in the context of the implementation of the agreement as well as the purposes that are reasonably related thereto. SeBo guarantees that the personal data that will be processed for the other party will not be excessive, will be relevant and will be adequate having regard to the purpose for which this data is processed.
- If there is a data leak and/or a security incident and/or another breach of the security of the personal data (for example – but not limited to – the destruction, the loss, the change, or unauthorised providing of, or unauthorised access to, personal data), SeBo and the other party will inform each other of this as soon as possible but no later than within 72 hours of the discovery. The reporting of data leaks to the Dutch Data Protection Authority and (any) data subject(s) will always be the responsibility of the other party.
- With the exception of intention or gross negligence on the part of SeBo, SeBo will not be liable for any direct and/or indirect damage, which is also taken to mean any administrative penalties imposed/to be imposed by the Dutch Data Protection Authority resulting from non-fulfilment of the obligations included in the present article, or as the case may be ensuing from the General Data Protection Regulation (Dutch AVG) and other legislation and regulations in the privacy field, or as the case may be otherwise from unlawful acts. If and insofar as SeBo could be deemed liable on the basis of the present article for damage as a result of the non-fulfilment of the obligations as included in the present article (and therefore also the law), the limitations as included in article 12 will apply in full in that case.