GENERAL CONDITIONS LUMICKS B.V.
1. Introduction and applicability
This document contains the general conditions of LUMICKS B.V. (“LUMICKS”). LUMICKS and the customer (“Customer”) (each of them: a “party” or collectively: the “parties“) agree that the terms and conditions set forth herein (“Conditions”) shall apply to all arrangements between LUMICKS and Customer including but not limited to all Customer’s purchases of products (“Products”) from and provision of services (“Services”) by LUMICKS.
LUMICKS manufactures among others ´Correlative Optical Tweezers Fluorescence Microcopy´ systems and components, installs them and provides training, support and maintenance in relation thereto.
These Conditions are stipulated for the benefit of LUMICKS, its affiliated companies, its directors and employees, as well as third parties hired by LUMICKS.
1.4. No other general terms or conditions
Any other terms or conditions of Customer shall not apply and are hereby explicitly rejected. Any terms or conditions deviating from these Conditions shall only apply in the event that and insofar as they have been accepted by LUMICKS in writing. Similarly no other terms or conditions of any third party shall apply to any sale of Products or provision of Services.
2. Quote, acceptance & cancellation
2.1. 30 Day acceptance window
Any quote made by LUMICKS including these Conditions (“Quote”) is open for acceptance for 30 calendar days (from its date of issuance), unless specified otherwise or withdrawn. Customer shall specify acceptance of a Quote in writing.
2.2. Price increase
During the acceptance period, LUMICKS may adjust the price to account for increases in its costs.
2.3. No deviating acceptance
Customer may only accept a Quote in its entirety. A deviating acceptance is deemed to be a new offer from Customer and the rejection of the original Quote, to which LUMICKS can no longer be held.
2.4. Multi-part Quote
LUMICKS may propose a Quote that consists of multiple parts. If Customer would like to partially accept the Quote, LUMICKS shall have the right to reject Customer’s partial acceptance or adjust the price per part.
2.5. Future orders
Neither a Quote nor these Conditions do automatically apply to any future potential orders of Products or provision of Services.
3. Information from Customer and site preparation
3.1. Duty to inform
Customer will, before, during and after the provision of the Services or the delivery of the Products, provide LUMICKS with all information of which it knows, or should reasonably know, that is or could be relevant for the purchase of Products or provision of Services.
3.2. Responsibility for information supplied
Customer is responsible for the accuracy, completeness and reliability of all information supplied by or on behalf of Customer.
3.3. Site preparation
Customer shall provide a safe and suitable place for installation in accordance with LUMICKS’ instructions. LUMICKS may inspect the site prior to installation but is not obligated to do so.
3.4. Consequence of non-compliance
If the site is not reasonably satisfactory to LUMICKS so that installation of the Product is not reasonably possible, LUMICKS may delay installation for so long as the site is not reasonably satisfactory for the installation of the Product. If Customer fails to provide a reasonably satisfactory site within 5 days of delivery of the Product, Customer will pay LUMICKS the balance of any amounts invoiced for the purchase of Products or Services, including all expenses and accrued interest. If LUMICKS delivers the Product to the site of Customer and the site does not comply with the site requirements, LUMICKS will not guarantee to Customer that the specifications of the Product will be met.
LUMICKS may perform up to two (2) inspections of the site to verify compliance with the site requirements. In principle, LUMICKS will give two (2) weeks´ notice of such an inspection.
4. Shipping, Installation, Training & Timelines
LUMICKS shall arrange shipping. The costs related to shipping will be borne by Customer, unless explicitly agreed otherwise.
LUMICKS shall install the Product at the site of Customer at no additional charge provided that the site is reasonably satisfactory as determined by LUMICKS and as described above.
LUMICKS shall provide reasonable training to Customer at no additional charge, as specified in the Quote.
Timelines are estimated, unless specifically agreed in writing otherwise. Each party shall immediately notify the other party once he becomes aware of a circumstance that will or may lead to a delay.
5.1. Test & acceptance
Upon installation, LUMICKS will perform acceptance tests in accordance with the protocols it specifically designed for such purpose.
5.2. Written notice of acceptance
Customer shall confirm acceptance of the Product by signing the test protocol document, following successful completion of acceptance tests.
LUMICKS shall repair and re-test the Product, if the initial acceptance test should not be successful.
5.4. Partial acceptance
If part of a Product is not accepted, this may not be used to delay acceptance of other parts of the same Product and/or acceptance of other Products.
5.5. Use implies acceptance
If Customer or any employee or agent of Customer uses the Product, this shall constitute acceptance thereof.
6. Transfer of Title & Risk
Title and risk shall pass to Customer in accordance with the agreed INCOTERMS 2010 or similar standard delivery terms as agreed upon by parties. Customer obtains control of the Product at the same time as the passing of the title and risk.
6.2. Security interest
If LUMICKS has not yet received full payment of the Product immediately before the transfer of title, risk and control, LUMICKS shall transfer the Product to Customer subject to a security interest (a right in rem, such as a pledge (pandrecht) or mortgage (hypotheek). If such an encumbered transfer is not possible under applicable law, Customer shall immediately after the transfer grant LUMICKS such a security right. In either case, the security right will automatically lapse, if and when LUMICKS has received full payment of any amount payable by Customer to LUMICKS. Customer shall, at LUMICKS’ first request, perform all such actions (including but not limited to) the execution of additional documents, to perfect such security interest and hereby provides LUMICKS an unconditional and irrevocable power of attorney to do so on its behalf.
7. Operator Training
7.1. Valid for 3 months
If specified in the Quote, Customer may avail itself of training during a period of 3 months from the date of acceptance of the Product, provided it allows for a reasonable period to schedule training with LUMICKS.
7.2. Travel and lodging
Customer shall, in respect of its own employees, bear the costs of travel, lodging and related expenses.
8. Application Support and Training
8.1. Valid for 18 months
If specified in the Quote, Customer may avail itself of Application Support and Training during a period of 18 months from the date of acceptance of the Product, provided it allows for a reasonable period to schedule Application Support and Training with LUMICKS.
8.2. Travel and lodging
Customer shall, in respect of its own employees, bear the costs of travel, lodging and related expenses.
9. Support, maintenance & repairs
LUMICKS will provide support and maintenance as specified in the Quote or in a separate services agreement between parties. LUMICKS and Customer may agree on an extension of the period or obtain additional/premium support and maintenance. Maintenance and support may not be available (or hampered), if third party items have been installed on the Product (other than by LUMICKS itself).
9.2. Use of reconditioned or refurbished parts
Repair parts may include reconditioned or refurbished parts or components.
10. Invoices and payment
The fees and/or the way in which the fees will be calculated will be stipulated in the Quote or as otherwise specifically agreed in writing by the parties.
10.2. Tax, transportation, insurance and other charges
Amounts listed shall exclude applicable tax and customs duties, transportation, insurance and other charges. LUMICKS shall specify any such amount due on any invoice, if applicable. Customer shall pay these amounts, if applicable.
Unless agreed otherwise, LUMICKS shall submit an invoice upon meeting the agreed target or any agreed milestone as follows:
- 30% of the total amount is due upon signing of the order;
- 60% of the total amount is due upon delivery; and
- the remaining 10% is due upon final acceptance.
The foregoing notwithstanding, LUMICKS may send an invoice for the entire order amount upon shipment, if the amount is less than EUR 50,000 or its local equivalent or the final acceptance has been delayed by more than 60 days though no fault of LUMICKS.
10.4. Payment term
The payment term shall be 14 calendar days after invoice date in respect of each milestone, unless specified otherwise.
10.5. Payment in case of early cancellation
If the order is cancelled by Customer prior to shipment, Customer shall pay LUMICKS the amount set forth below as liquidated damages. The parties agree that actual damages to LUMICKS are impossible to determine and as reasonably compensation for LUMICKS’ injury due from early cancellation of the order and have agreed the following compensation in reasonable under such circumstance:
Remaining time to shipment
|120 – 31 days||15%||50%|
|32 – 0 days||50%||75%|
Customer specifically acknowledges that this is a reasonable estimate of the actual damages.
10.6. Currency and bank account
Customer shall pay the amount due in euros on the bank account specified by LUMICKS on the invoice.
Upon the first request of LUMICKS, Customer is obligated to pay an advance or another suitable form of collateral to LUMICKS, if LUMICKS may reasonably expect that Customer may not be able to meet its payment obligations at the designated time of payment.
10.8. Overdue payment and statutory interest
In case of total or partial late payment of the Product delivered on the day of delivery, Customer shall pay to LUMICKS an overdue payment penalty equal to the statutory maximum interest (wettelijke handelsrente) rate chargeable in the Netherlands.
10.9. No set-off
Customer is not allowed to set-off any claim against or obligation of LUMICKS to reduce or eliminate any amounts owed under this Agreement.
LUMICKS may suspend the delivery of the Product and/or its Services, when an invoice remains open after its payment is due. A dispute over the invoice or any Products or Services delivered hereunder does not allow Customer to suspend or withhold payment.
10.11. Debt collection costs
Customer shall reimburse LUMICKS with extrajudicial collection costs made by LUMICKS with respect to the collection of Customers’ debt. Extrajudicial collection costs are calculated on the basis of the generally accepted debt collection rates in the Netherlands. The payable debt collection costs are subject to (statutory) interest rates.
11. Software license
11.1. Right to use
Subject to the payment of all fees due hereunder, LUMICKS hereby grants Customer a non-exclusive, non-transferable (except as set forth below) license to use Software, if any, in the Product in which the Software is first installed, subject to the provisions of this article. ‘Software’means all operating programs or applications programs, including any updates and parts thereof, incorporated into or included with Product sold to Customer, whether expressed in object code, source code or otherwise.
11.2. Third party software
Third party software may be subject to additional license rights and restrictions as set forth in the documentation and/or license agreements included with such software. Licensors of third party software that may be included in the Software have all the rights and benefits of LUMICKS under any agreement between LUMICKS and Customer and these Conditions, and, to the extent permitted by applicable law, shall have no liability for any damages, whether direct, indirect, incidental or consequential, arising from the use of such third party software.
11.3. Copyright notice & non-permitted use
Software and documentation is copyrighted, and LUMICKS and its licensors retain exclusive right, title and interest in and to the Software and all copies, translations, modifications, improvements, enhancements, updates or portions thereof, including all Intellectual Property Rights. In order to protect such Intellectual Property Rights and preserve the confidentiality of the Software, Customer may not decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form, except to the extent expressly permitted by mandatory provisions of applicable law in order to gain certain information specified therein, provided that Customer shall not exercise its rights under such laws unless and until Customer has first requested the required information from LUMICKS in writing, and LUMICKS, at its sole discretion, has not complied with Customer’s request within a commercially reasonable period of time. Customer shall not remove, alter or obscure any proprietary notices from any part of the Software or documentation.
11.4. Restricted use
Customer may not alter, adapt, translate, modify, network, rent, lease, loan, distribute or create derivative works based upon the Software, in whole or in part except to the extent expressly permitted by mandatory provisions of applicable law.
11.5. Use by a third party
Customer shall not make Software available in any form to any third party. Unless such third party agrees to be bound by the provisions of this license, Customer may transfer the Software to a third party (‘New User’) that purchases, leases or acquires title to (a) the Product in which the Software was originally installed for use in/with that Product or, (b) for Software that can operate independently of LUMICKS hardware, the rest of the Product with which the Software was purchased.
11.6. Transfer to a third party
Customer is only entitled to transfer the Software to a New User if (a) Customer has completely relinquished the use of the Software, (b) Customer has destroyed any existing copies of the Software, and (c) Customer has notified LUMICKS in writing of the name and address of the New User.
11.7. Government use
The Software and documentation are provided with restricted rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in this license and in DFARS 227.7202-3 or FAR 52.227-19, as applicable. Manufacturer is LUMICKS BV, Pilotenstraat 41, 1059 CH, Amsterdam, the Netherlands.
11.8. Limited warranty
LUMICKS does not warrant that (i) the Software will meet Customer’s requirements, (ii) the Software will operate in combination with other hardware, software, systems or data not provided by LUMICKS (except as expressly specified in the documentation provided with the Product), (iii) the operation of the Software will be uninterrupted or error-free, or (iv) all Software errors will be corrected; provided, however, that if Customer is current on a Services agreement, LUMICKS shall be obligated to provide maintenance subject to the terms and conditions of such Services Agreement. After the Warranty Period, LUMICKS does not provide Customer with Software updates, new Software releases or correction of errors, unless Customer and LUMICKS agreed upon such Services in a services agreement.
11.9. Monitoring & annual certification of use
Customer is responsible for implementing reasonable means to monitor its compliance with the terms of this license under these Conditions and these Conditions. The authorized representative of Customer shall confirm in writing at LUMICKS’ written request (i) Customer’s compliance with the terms of this license and Conditions, (ii) the people to whom Customer provides access to the Software and (iii) the locations and types of systems on which it operates or has installed the Software.
11.10. Audit right
LUMICKS reserves the right directly or via a third party to audit Customer’s use of the Software once a year at LUMICKS’ expense. Such audit shall be only upon advance notice and in a manner that does not unreasonably interfere with Customer’s business activities. If such audit reveals that Customer has underpaid fees to LUMICKS, Customer shall promptly pay to LUMICKS such fees at the prices previously agreed to for such Software and, if the underpayment is greater than ten percent (10%), Customer shall reimburse LUMICKS for its reasonable costs of audit.
LUMICKS warrants to the original Customer of the Product that the Product will be free from material defects for a period of twelve (12) months from the date of acceptance or fourteen (14) months from the date of delivery if installation is delayed through no fault of LUMICKS, whichever occurs first (“Warranty Period”). For consumables, the warranty period is limited to their ordinary useful life. If a Product is repaired or replaced, the warranty shall remain valid for the remainder of the original Warranty Period for such Product. Services shall be provided consistent with ordinary industry standards for such Services.
To satisfy the above warranty LUMICKS may, at its sole discretion, repair, replace or remove the affected Products. In case of removal, LUMICKS shall refund the purchase price.
12.3. No responsibility for third party items
LUMICKS shall have no responsibility or liability for any third-party items for which Customer may rely on any warranty provided by the vendor thereof, if any.
12.4. Termination of warranty
The warranty shall terminate automatically and be of no force and effect if (i) Customer uses, modifies, maintains or repairs the Product with other than LUMICKS-supplied parts, products or services designated by LUMICKS or by LUMICKS authorized personnel, and (ii) a defect is caused in whole or in part by accident, vandalism, abuse, wrongful act, neglect, failure to use proper operational and safety procedures, improper integration, installation, application or maintenance or the use of the Product(s) outside of LUMICKS approved parameters.
12.5. Sole warranty
THE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PRODUCT. NO WARRANTIES SHALL ARISE UNDER THIS AGREEMENT FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. LUMICKS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
Other than pursuant to the warranty set forth above, the liability of LUMICKS shall be limited to the maximum amount permitted by law. In particular, LUMICKS shall not be liable for: (i) any damage caused by or on behalf of Customer including, but not limited to, improper use or failure to follow LUMICKS’ instructions, (ii) any damages caused by a third party; or (iii) any special, indirect, incidental or consequential damages or losses.
13.2. Limitation of amount
The liability of LUMICKS shall never exceed the purchase price paid by Customer. Customer acknowledges that LUMICKS would never enter into this agreement with Customer, including pricing, without this limitation of liability and allocation of risk.
13.3. Loss of claim
A claim for damages must be submitted promptly and will lapse one year after the earlier of (i) the occurrence of the event that caused the damages or (ii) the acceptance of the Product.
13.4. No personal liability
All assignments will be accepted and performed by LUMICKS. Section 7:404 and 407 para 2 of the Dutch Civil Code are excluded. Each action or claim against LUMICKS arising under or relating to these Conditions shall be made only against LUMICKS as a business entity and not against any individual, and any liability relating thereto shall be enforceable only against the business entity assets of LUMICKS. Persons working for LUMICKS have no personal liability to Customer, except as provided by mandatory law.
14. Force majeure
In case of force majeure (overmacht), LUMICKS may suspend any of its obligations under these Conditions. Force majeure shall not relieve Customer of any payment obligation.
14.2. Termination in case of prolonged force majeure
If force majeure continues for more than three (3) months, the parties will discuss whether and how an agreement between parties can be continued.
14.3. Duty to inform
Each party shall inform the other party (or parties) immediately, if an event of force majeure occurs.
15. Third parties
LUMICKS may hire third parties for the execution of the Services, without requiring the prior consent of Customer. LUMICKS will inform Customer if it will engage a third party.
15.2. Legal position
Customer indemnifies LUMICKS against any and all claims of third parties who incur damages in connection with the implementation and/or execution of any agreement between LUMICKS and Customer that can be attributed to Customer. LUMICKS shall only be liable for any shortcoming of any third party hired by LUMICKS, if and to the extent such third party is liable towards LUMICKS and LUMICKS has been able to recover such damages from the third party.
15.3. Third parties hired upon request
The above does not apply to third parties hired upon request of Customer. LUMICKS shall not accept any liability for such parties.
Customer shall keep confidential and shall cause its affiliates to keep confidential, any Confidential Information of LUMICKS that is provided or otherwise becomes available to Customer or its affiliates. Customer shall not, and shall cause its affiliates not to, use, disclose, or otherwise exploit any Confidential Information for any purpose not expressly authorized under these Conditions or any other agreement between Customer and LUMICKS. Nothing in this confidentiality clause prevents any announcement being made or any Confidential Information being disclosed: (i) with the written approval of LUMICKS; or (ii) to the extent required pursuant to applicable law, however, if Customer is required to disclose any Confidential Information it shall promptly notify LUMICKS where practicable and lawful to do so before disclosure occurs and will co-operate with LUMICKS regarding the timing and content of such disclosure or any action which LUMICKS may reasonably elect to take to challenge the validity of such requirement; or (iii) to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by Customer. For the purpose of these Conditions “Confidential Information” means all information disclosed by LUMICKS to customer including without limitation, any information regarding trade secrets, patents, patent applications, trademarks, copyrights, trade secrets, Intellectual Property Rights, know-how, inventions, discoveries, improvements, processes, techniques, algorithms, samples, media and/or cell lines, molecular sequences, software programs (whether in source or object code form), designs, drawings, formula or test data relating to any research project, work in process, research, development, engineering, manufacturing, distributing, marketing, servicing, financing, pricing or proposal information, or any personnel information relating to LUMICKS, its present or future products, sales, suppliers, clients, customers, employees, investors or business, and whether in oral, written, visual, graphic or electronic form. Confidential Information will also include all third party information and information that LUMICKS has received from others.
16.2. Marketing purposes
Notwithstanding the above, LUMICKS shall, once an agreement or Project between LUMICKS and Customer has been completed or effected, – have the right to use this completion or effectuation as a reference for marketing purposes, unless parties agree otherwise.
16.3. Injunctive relief
In case of a breach or threatened breach of this provision, LUMICKS shall be entitled to seek injunctive relief in addition to any other remedy allowed to it by law.
17. Intellectual property
17.1. No transfer
LUMICKS shall remain the owner of all Intellectual Property Rights that it has developed or used for the execution of its obligations under any agreement between Customer and LUMICKS and LUMICKS shall become the owner of Intellectual Property Rights developed for the purpose of the completion or effectuation of any agreement between Customer and LUMICKS. For the purpose of these Conditions “Intellectual Property Rights” means (i) copyrights, patents, know how, database rights and rights in trademarks, trade names, service marks, domain names, designs, models, techniques and instruments (whether registered or unregistered), (ii) applications for registration, and the right to apply for registration, for any of the same, and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
17.2. Limited use
Customer shall be granted a limited right of use to such Intellectual Property Rights, to the extent required for the execution of the agreement between the parties and except as otherwise provided in the software licensing section above. Customer may not imitate, reproduce or copy the Intellectual Property Rights.
17.3. No reverse engineering
Customer shall in no event (i) reverse engineer any Products, (ii) disassemble any portion of a Product, including without limitation by removing any components from their respective housings, or otherwise attempt to derive the structure or logic underlying any Products, (iii) copy, modify or make any reproduction of any Products in whole or in part through mechanical or other means, or (iv) use, inspect or analyze any Products other than solely as necessary for the exercise of Customers rights under these Conditions or agreement made with LUMICKS.
18. Duration and termination
To the extent that any agreement between Customer and LUMICKS constitutes an ongoing project or series or Product deliveries and Services (“Project”), as specified in the Quote, the Conditions shall apply for the duration of a Project, unless the parties agree otherwise. Upon completion of any Project, LUMICKS shall have no other obligations to Customer.
18.2. Early termination
Neither party can terminate the whole or any part of such Project prior to the end-date agreed upon except: (i) if there is a material breach of these Conditions by the other party, (ii) if there is a material breach of any other agreements made with respect to a Project by the other party or (iii) if an application is filed for the bankruptcy or suspension of payment or a comparable measure under foreign jurisdiction in respect of the other party. In the event of any such material breach, the non-breaching party will provide the breaching party with written notice of the nature of the breach and the non-breaching party’s intention to terminate for default. In the event the breaching party does not cure such failure within a given resonable period to perform after such notice, the non-breaching party may, by written notice, terminate the Project; provided, that the breaching party shall continue its performance to the extent not terminated.
19. Export controls
Customer will not export or re-export, either directly or indirectly, any Product or system incorporating such Product without first obtaining any required license or other approval from the appropriate host government, other applicable authorities, including but not limited to the U.S. Department of Commerce (or any other agency or department of the U.S. Government with appropriate authority), the Dutch Ministry of Foreign Affairs (Ministerie van Buitenlandse Zaken) and/or from LUMICKS when applicable. If the delivery of Products, Services and/or documentation becomes (1) subject to an export license, (2) restricted or even prohibited due to (changed) regulations, LUMICKS may suspend its obligations and even terminate the relevant order in all cases without incurring any liability towards Customer.
20.1. Entire agreement
Except as otherwise agreed in writing by LUMICKS and Customer, these Conditions, the Quote and/or the Project constitute the entire agreement between the parties with respect to its subject matter. All other agreements (whether written or oral) hereby lapse.
20.2. Revision or amendment
These Conditions may be revised or amended by LUMICKS. In such case, LUMICKS will send Customer a set of the revised Conditions.
20.3. Consent for assignment
Customer shall not without the prior written consent of LUMICKS assign any of its rights or obligations under (i) a Quote, (ii) any agreement between Customer and LUMICKS, (iii) a Project or (iv) under these Conditions. Customer hereby grants its irrevocable and unconditional consent for the assignment by LUMICKS of all its rights and obligations under any agreement between LUMICKS and Customer (including these Conditions) as part of an integral transfer of its activities to a third party.
If a provision under these Conditions shall not or no longer be valid or enforceable, any of such provisions shall be deemed to have been replaced by a valid and enforceable provision that is closest to the original provision in terms of purpose and scope.
If the text of a provision in these Conditions is not sufficiently clear, the purpose of these Conditions (protection of the legal position of LUMICKS) shall prevail in the interpretation of such provision. The contra proferentem rule shall not apply.
If any agreement between LUMICKS and Customer or these Conditions do not contain a full arrangement for a certain situation, the purpose of these Conditions shall prevail.
20.7. No waiver
If LUMICKS does not always strictly enforce a right under any agreement between LUMICKS and Customer and these Conditions, this shall not imply that LUMICKS would waive such right.
20.8. Timing of notices
All notices required to be sent hereunder shall be in writing and a notice shall be deemed to have been given upon (i) the date sent by confirmed facsimile, (ii) on the date it was delivered by recognized express courier or by hand delivery, or (iii) if by certified mail return receipt requested, on the date received.
21.1. Applicable law and choice of forum
These Conditions shall be governed by and construed in accordance with the laws of the Netherlands, without giving effect to any choice of law or conflict of law provisions. Any dispute arising out of or in connection to any agreement between LUMICKS and Customer and/or these Conditions (including any disputes relating to any non-contractual obligations arising out of or in connection with any agreement between LUMICKS and Customer and these Conditions) will be maintained by and are subject to the jurisdiction of the court of Amsterdam, the Netherlands which courts will have exclusive jurisdiction for such purposes. The United Nations Convention of Contracts for the International Sale of Goods shall not apply.