General terms and conditions
General information:
Inlux Robotics B.V
Ambachtsweg 6
2641KS Pijnacker
Chamber of Commerce: 96660201
VAT: NL867703325B01
sales@inluxrobotics.nl
General terms and conditions Inlux Robotics B.V.
Sales, Delivery, and Services
ARTICLE 1 GENERAL
1.1 Applicability
These general terms and conditions apply to all offers, quotations, price quotes, order confirmations, and agreements, as well as all related (legal) acts, of Inlux Robotics B.V., located at Ambachtsweg 6, 2641 KS Pijnacker, registered with the Chamber of Commerce under number 96660201 (hereinafter: "Supplier"), insofar as they relate to:
a. the sale and delivery of cobots, industrial robots, peripherals, components, parts, and accessories;
b. the development, configuration, programming, and delivery of software (whether or not integrated into the cobots);
c. installation, integration, commissioning, maintenance, service, training, and consultancy activities;
d. all other services performed by Supplier, of any nature whatsoever.
1.2 Exclusion of counterparty's conditions
The applicability of general (purchase) conditions of the counterparty is expressly rejected. Deviations from or additions to these general terms and conditions are only valid if and insofar as they have been expressly and in writing accepted by Supplier. In that case, the other provisions of these general terms and conditions remain fully in force.
1.3 Hierarchy
If, in addition to these general terms and conditions, a separate written agreement has been concluded between the parties, the provisions of that agreement shall prevail only insofar as they explicitly deviate from these general terms and conditions.
1.4 Definitions
In these general terms and conditions, the following definitions apply:
a. Customer / Client: any natural or legal person who enters into or wishes to enter into an agreement with Supplier, or to whom an offer or quotation from Supplier is addressed;
b. Products: all items supplied by Supplier, including but not limited to cobots, industrial robots, peripherals, sensors, grippers, safety components, parts, accessories, and spare parts;
c. Cobots: collaborative industrial robots designed to work together with humans, consisting of mechanical, electronic, and software components;
d. Software: all software, firmware, operating software, updates, upgrades, algorithms, motion software, safety logic, and any accompanying documentation made available by or on behalf of Supplier, regardless of the method of delivery;
e. Services: all work performed by Supplier, including installation, integration, configuration, programming, commissioning, maintenance, repair, training, and consulting;
f. Agreement: any agreement between Supplier and Customer to which these general terms and conditions apply.
1.5 Nullity and interpretation
If one or more provisions of these general terms and conditions are wholly or partially null or voided, the remaining provisions shall remain in full force. In that case, the parties will consult to agree on a replacement provision, taking into account as much as possible the purpose and intent of the original provision.
1.6 Interpretation
In interpreting these general terms and conditions, provisions must be interpreted according to their nature, content, and purpose, also in light of the nature of the cobots, software, and services supplied by Supplier.
ARTICLE 2 CONCLUSION OF AGREEMENT
2.1 Non-binding nature
All offers, quotations, and advice from Supplier are non-binding and do not bind Supplier, unless expressly agreed otherwise in writing.
2.2 Conclusion
An agreement between Supplier and Customer is concluded only if and as soon as:
a. Supplier has provided a written order confirmation or assignment to Customer; or
b. Supplier has sent a (down payment) invoice to Customer; or
c. Supplier commences the execution of the agreement, including but not limited to the delivery of Products, the configuration of the cobots, or the performance of Services, with the earliest moment being decisive.
2.3 Changes in specifications
Given the technology and nature of the Products (robots, cobots, software), technical specifications of the Products may be adjusted after the moment of the offer and the conclusion of the agreement, for example through software updates, improved technology, or other innovations. The Customer will be informed of this in writing.
2.4 No binding effect of documentation
All data, documentation, and information provided by or on behalf of Supplier, including but not limited to: drawings, images and models, technical specifications, functional descriptions, capacity and performance data, brochures and other product information, are indicative in nature and not binding on Supplier, unless expressly agreed otherwise in writing.
2.5 Ownership
All documents, data, and information referred to in clause 2.4, as well as all data developed or generated by Supplier in the context of the agreement, remain the property of Supplier, even if costs have been charged for them. Customer will use these documents, data, and information solely for the execution of the agreement and will not make them available to third parties, reproduce, or disclose them without prior written consent from Supplier.
2.6 Changes
Changes or additions to the agreement are only valid if expressly confirmed in writing by Supplier. Changes may affect price, delivery time, and other conditions.
ARTICLE 3 PRICES
3.1 Price Composition
Unless otherwise agreed in writing, all prices quoted by Supplier are in euros and exclusive of value-added tax (VAT). Prices are also exclusive of packaging costs, transport, loading, unloading, and insurance costs, as well as exclusive of costs for placement, installation, assembly, commissioning, training, and other work to be performed by Supplier. Prices are also exclusive of all government levies and charges applicable to the sale and delivery of the Products.
3.2 Delivery Condition
Unless otherwise agreed in writing, delivery of Products takes place from Supplier’s premises (ex works), in accordance with the Incoterms applicable at the time the agreement is concluded. Any costs and risks related to transport, insurance, or other logistics activities shall be borne by Customer.
3.3 Prices for Services
If and insofar as prices are included in an order confirmation for Services to be performed by Supplier, including installation, integration, commissioning, maintenance, service, or other work, these prices are exclusive of VAT and exclusive of costs of third parties engaged by Supplier, unless expressly agreed otherwise in writing.
3.4 Price Changes
If circumstances arise after the date on which the agreement was concluded that lead to an increase in the cost price of the Products or Services to be supplied by Supplier, Supplier is entitled to increase the prices in subsequent orders accordingly. Such circumstances include increases in prices of raw materials, components, or goods sourced from third parties, changes in exchange rates, increases in wages, social charges or transport costs, as well as changes in laws and regulations or government measures. Supplier will notify Customer of a price increase in writing.
ARTICLE 4 PAYMENTS
4.1 Payment Term
Unless otherwise agreed in writing, all invoices from Supplier must be paid by Customer within 30 days after the invoice date. Payment must be made in the manner indicated by Supplier and in the currency stated on the invoice.
4.2 Creditworthiness and security
All agreements are entered into by Supplier on the condition that Customer appears to be sufficiently creditworthy in Supplier’s opinion. Supplier is at all times entitled to require security from Customer for the timely and full fulfillment of his payment obligations, in a form to be determined by Supplier.
4.3 Advance payment
Supplier is entitled to require full or partial advance payment. If delivery of Products or commencement of Services takes place before the expiry of the agreed payment term, full payment must be made at the latest at the time the Products are delivered or the Services commence.
4.4 Default and interest
If Customer does not fulfill his payment obligations within the agreed payment term, he is in default by operation of law without further notice of default being required. In that case, Customer owes statutory commercial interest on the outstanding amount as referred to in article 6:119a of the Dutch Civil Code, increased by three percentage points per year, calculated from the due date until the day of full payment.
4.5 Collection costs
All judicial and extrajudicial costs incurred by Supplier to collect amounts owed by Customer are fully borne by Customer. The extrajudicial costs are determined in accordance with applicable legal rules, with a minimum equal to the actual costs incurred by Supplier.
4.6 No suspension or set-off
Customer is not entitled to suspend his payment obligations to Supplier or to offset them against claims he has or alleges to have against Supplier, unless Supplier has expressly and in writing agreed to this.
4.7 Due date
In case of bankruptcy, suspension of payments, liquidation, or a similar situation on the part of Customer, as well as if Customer fails to fulfill one or more obligations under the agreement or these general terms and conditions, all claims of Supplier on Customer become immediately and fully due and payable.
ARTICLE 5 DELIVERY AND DELIVERY TIME
5.1 Delivery time
The delivery times specified by Supplier are indicative and never apply as strict deadlines, unless expressly agreed otherwise in writing. Supplier will make every effort to observe the agreed delivery times as much as possible, but exceeding them does not entitle Customer to terminate the agreement or claim any damages.
5.2 Start of delivery time
The delivery period starts at the moment the agreement is concluded, all data and information necessary for the execution of the agreement have been fully provided by the Customer to the Supplier, and any agreed advance payments or securities have been received by the Supplier.
5.3 Partial deliveries
The Supplier is entitled to deliver Products in parts. Each partial delivery is considered a separate delivery and may be invoiced separately. Partial deliveries do not entitle the Customer to suspend payment for other deliveries.
5.4 Transfer of risk
The risk of the Products passes to the Customer at the moment of delivery, regardless of whether placement, installation, assembly, or commissioning of the Products still needs to take place. From that moment, the Products are at the Customer's expense and risk. This also applies to software and other digital components that are part of the delivery.
5.5 Non-acceptance
If the Customer fails to take delivery of the Products at the agreed time or fails to provide the necessary cooperation for delivery, the Supplier is entitled to store the Products at the Customer's expense and risk. In that case, all resulting costs, as well as any outstanding payment obligations, become immediately due.
5.6 Inspection and notification of defects
The Customer is obliged to inspect the delivered Products immediately after delivery for visible defects and shortages. Any visible defects or shortages must be reported to the Supplier in writing without delay, but no later than within a reasonable period after delivery. In the absence of timely notification, the Customer is deemed to have accepted the delivery.
ARTICLE 6 RETENTION OF TITLE
6.1 Ownership
All Products delivered by the Supplier to the Customer remain the property of the Supplier until the Customer has fully complied with all obligations owed to the Supplier under the agreement and these general terms and conditions, including any interest, costs, and damages.
6.2 Duty of care and identification
As long as ownership of the Products has not passed to the Customer, the Customer is obliged to handle the Products with due care, properly insure them against the risks customary in the industry, and keep them clearly identifiable as the property of the Supplier.
6.3 Restrictions on authority to dispose
As long as ownership of the Products has not passed to the Customer, the Customer is not entitled to dispose of, encumber, pledge, or otherwise make the Products available to third parties, except insofar as this occurs in the normal course of the Customer's business and subject to the Supplier's retention of title.
6.4 Repossession
If the Customer fails to fulfill any obligation under the agreement or these general terms and conditions, the Supplier is entitled to take back or have taken back the Products delivered under retention of title without further notice of default. The Customer hereby irrevocably grants the Supplier permission to enter the locations where the Products are located for this purpose.
6.5 Costs
All costs related to the exercise of the retention of title, including costs of transport, storage, and any dismantling, shall be fully borne by the Customer.
ARTICLE 7 SUSPENSION AND DISSOLUTION
7.1 Suspension
If the Customer fails to fulfill one or more obligations under the agreement or these general terms and conditions, or if the Supplier has good reason to fear that the Customer will not fulfill its obligations, the Supplier is entitled to suspend the fulfillment of its obligations in whole or in part. In that case, the Supplier is not liable for any damage resulting from this suspension.
7.2 Dissolution
The Supplier is entitled to dissolve the agreement in whole or in part, with immediate effect and without judicial intervention, if the Customer fails to fulfill its obligations and this failure justifies dissolution. Dissolution takes place by means of a written statement to the Customer.
7.3 Consequences
In case of suspension or dissolution, all claims of the Supplier on the Customer become immediately due and payable, without prejudice to the Supplier's right to claim full compensation for damages.
7.4 Exclusion of Customer's right to dissolve
The Customer's authority to dissolve the agreement in whole or in part on the basis of article 6:265 of the Dutch Civil Code is excluded, unless the parties have expressly agreed otherwise in writing.
7.5 Other circumstances
The Supplier is furthermore entitled to suspend its obligations or to dissolve the agreement in whole or in part if the Customer applies for bankruptcy or suspension of payments, is declared bankrupt, ceases or liquidates its business in whole or in part, or if a similar situation arises indicating that the Customer will no longer be able to meet its obligations.
ARTICLE 8 FORCE MAJEURE
8.1 Definition of force majeure
Force majeure is understood to mean any circumstance beyond the control of the Supplier, even if it was foreseeable at the time the agreement was concluded, and which temporarily or permanently prevents the fulfillment of the agreement. This also includes any failure of suppliers or third parties engaged by the Supplier, as well as disruptions in production, transport, energy supply, or data communication.
8.2 Consequences of force majeure
If Supplier is prevented by force majeure from fulfilling its obligations in whole or in part, Supplier is entitled to suspend the fulfillment of its obligations for the duration of the force majeure situation, without Supplier being liable for any damages to Customer.
8.3 Duration and termination
If the force majeure situation lasts longer than three months, both parties are entitled to terminate the agreement in whole or in part by means of a written statement to the other party, without either party being liable for any damages.
ARTICLE 9 INTELLECTUAL PROPERTY RIGHTS
9.1 Ownership of rights
All intellectual property rights related to the Products, Software, and Services delivered by Supplier, including but not limited to patent rights, copyrights, design rights, trademark rights, database rights, trade name rights, and know-how, exclusively belong to Supplier or, if applicable, to its suppliers or licensors. The delivery of Products, Software, or Services does not transfer any intellectual property rights to Customer.
9.2 Use of Products and Software
Customer obtains only a non-exclusive and non-transferable right to use the Products and Software delivered by Supplier for the purpose for which they were supplied and solely within the context of its own business operations. Customer is not entitled to copy, modify, decompile, reverse engineer, or otherwise reproduce the Software, except to the extent that mandatory law explicitly permits this.
9.3 Documentation and data
All documentation, drawings, technical data, software, and other information provided by Supplier to Customer remain the property of Supplier or its suppliers or licensors. This information may only be used for the execution of the agreement and may not be made available to third parties without prior written consent from Supplier. This also applies to all documentation, software, manuals, updates, diagrams, configuration files, and other technical information ("Support Materials") made available via Supplier's website, including via (protected) download or support pages. The Support Materials are considered confidential information and remain at all times the property of Supplier or its licensors. Violation of this article constitutes a attributable breach.
9.4 Infringement by third parties
The Customer shall immediately inform the Supplier in writing if they become aware of an (alleged) infringement by third parties on the intellectual property rights of the Supplier or its suppliers or licensors. If the Supplier requests, the Customer shall provide all reasonable cooperation to end such infringement.
9.5 Customer-Specific Designs
If Products or Software are manufactured or developed by the Supplier based on drawings, models, specifications, or other instructions provided by the Customer, the Customer guarantees that this does not infringe on the rights of third parties. The Customer fully indemnifies the Supplier against all claims from third parties arising from such infringement.
9.6 Enforcement
If the Customer acts in violation of the provisions of this article, the Supplier is entitled to dissolve the agreement wholly or partially and recover all resulting damages from the Customer, without prejudice to the Supplier's other rights under the agreement, these general terms and conditions, or the law.
ARTICLE 10 INSTALLATION, ASSEMBLY, AND COMMISSIONING
10.1 Conditions for Commencement
The Supplier is not obliged to start installation, assembly, or commissioning of the Products before the Customer has provided all necessary data, specifications, and instructions completely and timely and has fulfilled all agreed payment obligations.
10.2 Nature of the Obligation
The Supplier's obligations regarding installation, assembly, and commissioning are best-effort obligations. The Supplier does not guarantee achieving a specific result, production capacity, or performance, unless explicitly and in writing agreed otherwise.
10.3 Customer Responsibilities
The Customer is responsible for providing the necessary information and facilities for the installation, including network connections, power supply, physical space, and all other required infrastructure. The location must be suitable for the installation and integration of cobots, robots, and associated software.
10.4 Additional Work
Work that is necessary because the Customer has not fulfilled or has not timely fulfilled their obligations under this article, as well as work that falls outside the agreed scope, shall be considered additional work and shall be charged to the Customer. This also applies to extra work needed for testing and integrating software updates.
10.5 Completion
Installation, assembly, and commissioning work shall be deemed completed at the moment the Supplier has informed the Customer in writing that the work has been completed, or at the moment the Customer takes the Products into use wholly or partially, whichever occurs first.
ARTICLE 11 SOFTWARE AND DATA
11.1 Right of Use
If Software is provided by Supplier for use with Products, Customer obtains only a non-exclusive and non-transferable right to use this Software in combination with the Products supplied by Supplier and solely for the agreed purpose.
11.2 As-is Delivery
The Software is delivered as is at the time of delivery. Supplier provides no guarantees regarding the error-free operation, availability, or suitability of the Software for purposes other than those for which it was designed, unless expressly agreed otherwise in writing.
11.3 Changes and Updates
Supplier is entitled to modify, adapt, or provide updates and new versions of the Software. Supplier is not obliged to implement such changes or updates unless expressly agreed in writing. Customer acknowledges that the Software may be adjusted to improve the operation of the Products, including bug fixes or new functionalities.
11.4 Usage Restrictions
Customer is not entitled to use the Software other than in accordance with the agreement and these general terms and conditions. Customer is not allowed to make the Software available to third parties or to copy, modify, or integrate it into other systems, except insofar as mandatory law permits this.
11.5 Suspension of Use
If Customer fails to fulfill its obligations under the agreement or these general terms and conditions, Supplier is entitled to temporarily suspend the use of the Software, insofar as this is necessary to protect its rights or to prevent safety risks.
11.6 Data Generation and Ownership
All data generated by the Products supplied by Supplier, including but not limited to production data, performance data, or data related to the interaction of the cobots with the environment, remain the property of Supplier, unless otherwise agreed in writing. Customer obtains only the right to use this data for its own business operations and may not share it with third parties without Supplier's permission.
11.7 Data Processing
Supplier is entitled to use the collected data for research and improvement purposes, including the optimization of products and software. Customer must ensure that all data collected by Supplier is stored and processed securely, in accordance with applicable privacy and data security laws and regulations.
ARTICLE 12 WARRANTY
12.1 Product warranty
The Supplier guarantees that the delivered Products comply with the agreed specifications and the requirements that can reasonably be expected in the industry under normal use at the time of delivery. The warranty applies for a period of twelve months after delivery, unless otherwise agreed in writing.
12.2 Warranty limitation
The warranty expires if defects are wholly or partly the result of incorrect or improper use, normal wear and tear, insufficient maintenance, incorrect installation, modifications or repairs by the Customer or third parties without prior consent of the Supplier, or external causes.
12.3 Complaint obligation
The Customer is obliged to report defects to the Supplier in writing as soon as possible after discovery. If the Customer fails to report a defect within a reasonable period, all rights to warranty, repair, or replacement will lapse.
12.4 Warranty fulfillment
If the Supplier determines that a Product does not meet the warranty as described above under 12.1, the Supplier will, at its discretion, repair or replace the relevant Product or parts thereof. Repair or replacement constitutes full and sufficient fulfillment of the Supplier's warranty obligations. The Customer has no right to any other or further compensation. No fixed response times or guaranteed uptime apply to warranty fulfillment.
12.5 Costs
The transport costs and the repair or replacement of (parts of) the Product as described above in 12.4 are at the Supplier's expense, unless otherwise agreed in writing. If applicable, the costs for returning (parts of) the Product to be repaired or replaced are at the Customer's expense, unless otherwise agreed in writing.
12.6 Software
For Software, only the warranty explicitly and in writing agreed upon applies. In the absence of this, Software is delivered without warranty of error-free operation or suitability for a particular purpose.
ARTICLE 13 LIABILITY
13.1 Limitation of liability
The Supplier's liability is limited to damage that is the direct and immediate result of a attributable shortcoming of the Supplier. Any liability for indirect damage, including consequential damage, business interruption, loss of production, lost profits, missed savings, and damage due to business stagnation, is excluded.
13.2 Maximum scope
If the Supplier is liable, this liability is limited to the amount paid out by the Supplier's liability insurance. If for any reason no payment is made under that insurance, the Supplier's liability is limited to the invoice amount of the agreement to which the damage relates.
13.3 Condition for Compensation
The Customer is only entitled to compensation if it has immediately put the Supplier in default in writing and the Supplier has been given a reasonable period to still fulfill its obligations.
13.4 Exclusion of Personnel and Third Parties
The Supplier is not liable for damages caused by errors or shortcomings of third parties, suppliers, or subordinates engaged by it, except where mandatory law provides otherwise.
13.5 Incorrect or Incomplete Information
The Customer ensures that all data, information, and specifications provided by it to the Supplier, which are necessary for the formation and execution of the agreement: are provided in a timely manner; are accurate, complete, and reliable; do not infringe on the rights of third parties; and do not conflict with applicable laws and regulations. The Supplier is not liable for damages resulting from inaccuracies or incompleteness in the data or information provided by the Customer.
13.6 Integration by Customer
If the integration or configuration of a Product is carried out not by the Supplier but by the Customer or a third party engaged by the Customer, then the Customer is responsible for a correct Risk Inventory and Evaluation and/or the required CE marking of (the implementation of) the Product. The Customer guarantees compliance with all applicable laws and indemnifies the Supplier against all damages, fines, or claims arising from a violation of this provision. The Supplier is not liable for damages resulting from incorrect integration, configuration, or use of the Product carried out by the Customer or third parties engaged by the Customer.
13.7 Exclusion of Customer's Clients
The Customer enters into agreements with its clients and is solely responsible for fulfilling its contractual obligations towards its clients. The Supplier is in no way liable to the Customer or its client for any failure by the Customer to fulfill its contractual obligations towards its client. The Customer indemnifies the Supplier against all damages, claims, losses, liabilities, costs, and expenses that the Supplier suffers or incurs as a result of the Customer's failure to meet its obligations towards its clients.
13.8 Export Customer
Customer will not directly or indirectly export, resell, or otherwise make available the products, software, technology, and/or related documentation delivered by Supplier to countries, entities, or persons subject to export restrictions, sanctions, or (dual-use) control measures under applicable laws and regulations, unless this is done in full compliance with all applicable national and international laws and regulations. Customer guarantees compliance with all applicable export control and sanctions laws and indemnifies Supplier against all damages, fines, or claims arising from a violation of this provision.
13.9 Mandatory law
The limitations of liability included in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of Supplier or its management personnel.
ARTICLE 14 COMPLAINT PROCEDURE
14.1 Complaints about Products or Services
Customer must submit any complaints about the delivered Products or Services in writing and with reasons to Supplier within 14 days after delivery or performance. If Customer fails to complain within this period, the delivery or performance is deemed approved by Customer.
14.2 Handling of complaints
Supplier will handle complaints about the delivered Products or Services within a reasonable period and inform the Customer in writing of the findings and any measures to be taken to resolve the complaint.
14.3 No suspension due to complaints
Filing a complaint or dispute does not entitle the Customer to suspend or reduce payment of the invoice, unless the complaint concerns all or a substantial part of the delivered Products or Services.
ARTICLE 15 CONFIDENTIALITY
15.1 Confidentiality obligation
Parties commit to keep all confidential information received from each other in the context of executing the agreement strictly confidential and not disclose it to third parties, unless expressly agreed otherwise in writing or if there is a legal obligation to provide this information.
15.2 Duration of confidentiality obligation
The confidentiality obligation applies for the duration of the agreement and remains in effect after termination of the agreement for a period of 5 years, unless the information becomes public earlier through means other than a breach of this confidentiality obligation.
15.3 Exceptions to the confidentiality obligation
The obligation of confidentiality does not apply to information that was already public at the time of disclosure, subsequently became public lawfully, was already known to the receiving party without confidentiality being required, or was developed by the receiving party without using the confidential information of the other party.
ARTICLE 16 TRANSFER OF RIGHTS AND OBLIGATIONS
16.1 Transfer by Customer
Customer is not entitled to transfer its rights or obligations under the agreement to a third party without prior written consent from Supplier.
16.2 Transfer by Supplier
Supplier is entitled to transfer its rights and obligations under the agreement wholly or partially to a third party, without requiring the Customer's consent.
ARTICLE 17 APPLICABILITY TO SUBCONTRACTORS
17.1 Engagement of Third Parties
Supplier has the right to engage third parties for the execution of the agreement, including subcontractors for the delivery of Products or Services. Supplier remains fully responsible for fulfilling the agreement at all times.
17.2 Customer Information to Third Parties
If involving third parties or subcontractors is necessary for the execution of the agreement, the Customer shall, if required, provide the necessary information and cooperate in the process to support the execution of the agreement.
ARTICLE 18 APPLICABLE LAW, FORUM, AND LANGUAGE
18.1 Applicable Law
Dutch law exclusively applies to all agreements between Supplier and Customer, as well as to these general terms and conditions. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
18.2 Competent Court
All disputes arising from or related to the agreement or these general terms and conditions shall be exclusively submitted to the competent court of the district where the Supplier is established, unless mandatory law dictates otherwise.
18.3 Language and Interpretation
These general terms and conditions are drafted in the Dutch language and may be translated into other languages. In case of any difference in text and/or interpretation between the different versions, the Dutch version shall always be decisive.
ARTICLE 19 FINAL PROVISIONS
19.1 Amendment of General Terms and Conditions
Supplier is entitled to amend or supplement these general terms and conditions. Changes take effect at the moment the Customer has been notified in writing, unless a later date is specified.
19.2 Severability
If any provision of these general terms and conditions or the agreement is found to be null or voidable, the remaining provisions shall remain fully in effect.
19.3 Entire Agreement
These general terms and conditions and the agreement contain the complete arrangements between the parties and replace all previous written and oral agreements.
19.4 Headings
Headings are for clarification purposes only and do not affect the interpretation of the provisions.