Algemene voorwaarden

General Terms and Conditions of Delivery and Payment of Yaskawa Benelux B.V.

Date: July 2025

1. Scope

(1) The following General Terms and Conditions of Delivery and Payment (the "GTCs") shall apply to each order placed by the customer with us. They shall also apply to all future deliveries, performances or offers to customers even if not included again separately. If the creation and provision of computer programs is the object of a contract, our "General Licence Terms for the Provision and Use of Software" shall apply as far as they contain provisions that are contrary to these GTCs. Apart from that, these GTCs shall apply.
(2) In addition to these GTCs, (the most recent version of) the Terms and conditions of Metaalunie apply to all agreements between the customer and us. In the event of any conflict between these GTCs and the Terms and conditions of Metaalunie, these GTCs shall prevail.
(3) Any conflicting terms and conditions of the customer are hereby rejected; such terms and conditions shall only be binding if we have expressly agreed to them in writing.

2. Offers and Orders

(1) Offers made by us are non-binding until we confirm an order in writing. Samples and specimens are outline details only that are not binding to us.
(2) We shall be entitled to accept a customer's offer to enter into a contract within four weeks upon our receipt of the offer, unless the customer's offer provides otherwise. The scope of the delivery shall be as defined in our confirmation of the offer.
(3) Our acceptance of the customer's offer to enter into a contract must be in writing to be effective, facsimile and e-mail being sufficient.
(4) We shall be entitled to make partial deliveries as far as this is reasonably acceptable for the customer. A partial delivery is, in particular, reasonably acceptable if 
a) the partial delivery may be used by the customer within the scope of the contractually intended use;
b) the delivery of the remaining ordered goods is ensured, and
c) no additional expenses or costs are incurred by the customer due to the partial delivery, unless we declare that we are willing to compensate such costs.
(5) Sample deliveries are considered to have been accepted by the customer subject to these GTCs after the expiration of the agreed time period, unless otherwise agreed in writing or the sample deliveries have been returned to us by the customer during the sample period.

3. Prices

(1) Our prices do not include statutory Value Added Tax (VAT) and are understood net ex works, excluding packaging, insurance, assembly, postage and delivery costs. This is without prejudice to clause 16.
(2) We reserve the right to pass on to the customer any increase in cost-determining factors that arise after the conclusion of the contract. The customer is required to pay the price increase upon our first request.

4. Provision of advice and information

(1) The customer has no entitlement to any rights based on advice or information we provide that is unrelated to the contract.
(2) If the customer provides us with information, we may rely on its accuracy and completeness when preparing an offer and executing the contract.
(3) We are not obligated to identify, warn about, or independently investigate any inaccuracies in the order, defects or sustainability of goods supplied by the customer, or errors and defects in plans, drawings, calculations, specifications, or implementation instructions provided by the customer.
(4) The customer shall indemnify us against any third-party claims arising from the use of information provided by or on behalf of the customer. This includes, but is not limited to, advice, instructions, drawings, calculations, designs, materials, brands, samples, and models. The customer shall fully compensate us for any damages incurred, including all legal defence costs.

5. Terms of Payment 

(1) The terms of payment shall be subject to the relevant arrangement between Yaskawa and the customer. The relevant point of time regarding the timeliness of a payment shall be the receipt of the payment by us.
(2) In case of any default in payment by the customer, the customer shall pay default interest accruing at a rate of 9 percentage points above the base interest rate p.a. For interest calculation purposes, any partial month shall be considered a full month. At the end of each year, the principal amount will be increased with the interest accrued for that year. In addition, we reserve the right to claim higher damages or assert further claims.
(3) The customer shall have no rights of set-off unless the customer’s counterclaims have been established in a legally binding manner, or, admitted by us or they are undisputed. The customer may exercise a right of retention insofar as the customer’s counterclaim is based on the same contractual relationship or the counterclaim has been accepted, decided by a court of law or is pending judgement.
(4) Regardless of whether the customer has fully performed the agreed obligations, all amounts the customer owes or will owe under the contract become immediately due and payable if:
a. a payment deadline has been exceeded;
b. the customer fails to provide security upon first request;
c. the customer files for bankruptcy or suspension of payments;
d. the customer’s goods or claims are subject to attachment;
e. the customer (if a company) is dissolved or liquidated;
f. the customer (if a natural person) applies for admission to the statutory debt adjustment scheme, is placed under a guardianship order, or has passed away.
(5) We have the right to offset any debts we owe to the customer against claims that companies affiliated with us have against the customer. Similarly, we may offset our claims against the customer with debts that companies affiliated with us owe to the customer. Additionally, we are entitled to offset our debts to the customer against claims held by companies affiliated with the customer. Affiliated companies are those that belong to the same group as defined in Section 2:24b of the Dutch Civil Code and any participating company as defined in Section 2:24c of the Dutch Civil Code.
(6) In the event of late payment, the customer is liable for all extrajudicial costs, with a minimum of €75. These costs are calculated on the principal amount according to the following scale:
•    15% on the first €3,000;
•    10% on the amount exceeding €3,000 up to €6,000;
•    8% on the amount exceeding €6,000 up to €15,000;
•    5% on the amount exceeding €15,000 up to €60,000;
•    3% on the amount exceeding €60,000.
If the actual extrajudicial costs incurred exceed the amounts calculated above, the higher amount will be due.
(7) If we are fully or predominantly successful in legal proceedings, the customer shall bear all costs incurred in relation to those proceedings.

6. Delivery

(1) All our delivery are Carriage Paid To from Yaskawa's warehouse or production site (CPT, Incoterms 2020), unless otherwise agreed.
(2) Unless agreed otherwise, periods agreed for our deliveries and performances commence on the receipt of our acceptance by the customer.
(3) All delivery times, including any delivery date, week, month, term, or implementation period mentioned in these terms, are indicative. If these deadlines are exceeded, the customer must always provide us with a notice of default.
(4) Deadlines are considered to be met if the goods have been delivered to the customer prior to the expiry of the deadline in accordance with CPT (Incoterms 2020) or other agreed Incoterms.
(5) The correct and timely self-supply shall be reserved. If we are unable to meet the binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the customer. A case of non-availability of the service in this sense is in particular the failure of our supplier to deliver to us in good time if we have concluded a congruent covering transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case. In this case, we may also declare cancellation of the contract with regard to the undelivered goods if the performance period is extended by more than one month due to incorrect or untimely selfdelivery.
(6) If the delivery of goods is delayed by us, we will use reasonable efforts to deliver the goods at a later stage at once. A delay in the delivery time does not entitle the customer to compensation or to fully or partially terminate the contract. The customer shall indemnify us against any third-party claims arising from the delay.
(7) If the customer delays or fails to pick up the goods, we will charge a storage fee of 5% of the purchase price for the goods, or alternatively the actual storage costs incurred.

7. Force majeure

(1) If we are unable to fulfill our obligations due to a circumstance beyond our control, this will be considered force majeure and cannot be attributed to us. In such a case, we will not be liable for any damage incurred by the customer as a result. Except as stated in the fourth paragraph of this article, the customer will also not have the right to terminate the contract, either in whole or in part.
(2) The circumstances mentioned in the first paragraph of this article include, but are not limited to, operational breakdowns, (civil) war (threats), terrorism, riots, outbreaks of infectious diseases and related government measures or advice (epidemics, pandemics), natural disasters, extreme weather conditions, import or trade restrictions, explosions, fires, water damage, sabotage, cybercrime, disruptions to digital infrastructure, interruptions in energy supply, (partial) loss, theft, or damage to tools, materials, or information, machine defects, transport delays, roadblocks, blockades of railways, waterways, or airports, strikes or work stoppages, staff shortages, lawful lockouts, difficulties in obtaining necessary official permits, and situations where third parties engaged by us, such as suppliers, subcontractors, transporters, or other parties on whom we depend, fail to fulfill their obligations or fail to do so on time.
(3) We have the right to suspend the fulfillment of our obligations if force majeure temporarily prevents us from performing our duties to the customer. Once the force majeure situation has ended, we will resume fulfilling our obligations as soon as our schedule allows.
(4) If force majeure makes compliance permanently impossible, or if the temporary force majeure situation lasts for more than six months, we are entitled to terminate the contract, in whole or in part, with immediate effect. In such cases, the customer has the right to terminate the contract with immediate effect, but only for the portion of the obligations we have not yet fulfilled.
(5) Neither party is entitled to compensation for any damage suffered or to be suffered as a result of force majeure, suspension, or termination as described in this article.

8. Bearing of Risk

(1) Risk shall pass to the customer as soon as the goods are ready for dispatch and we have notified the customer in writing or orally about our readiness for dispatch, at the latest however if the goods have left our warehouse for delivery to the customer.
(2) Transport insurance shall only be concluded at customer's request and expense.
(3) If, after delivery, transportation is carried out by or on behalf of the customer and we need access to (transport) documents in the customer's possession, the customer must make those documents available to us free of charge upon our first request.
(4) If an item is being exchanged and the customer retains the item to be exchanged until the new item is delivered, the risk for the item to be exchanged remains with the customer until it is handed over to us. If the customer is unable to return the item to be exchanged in the condition it was in when the contract was concluded, we may terminate the contract, either in whole or in part.

9. Additional contract work

Additional contract work is priced based on the rates in effect at the time the additional work is performed. The customer must pay for the additional contract work upon our first request.

10. Performance of the work

(1) The customer shall ensure that we can perform our work safely, without interruption, and at the agreed time. At the customer's own expense and risk, the customer shall ensure the following:
a. All necessary permits, exemptions, and other decisions required to carry out the work are obtained in a timely manner. The customer is obliged to provide us with copies of these documents upon our first request.
b. The customer informs us in writing and promptly of all (safety) regulations applicable at the work location.
c. The customer provides the necessary auxiliary personnel, tools, and facilities (such as gas, water, electricity, internet, suitable access roads for transport, lifting and hoisting cranes, sanitary facilities, and a secure dry storage space) for the execution of the work.
d. All activities necessary for the completion of the work that are not included in the contract are carried out on time.
(2) The customer assumes the risk and is liable for any damage, theft, or loss of items located at or near the work site or any other agreed location, including delivered or to be delivered items, tools, materials intended for the work, or equipment used in the performance of the work. This does not apply if the customer can prove that the damage, theft, or loss was caused by us.
(3) Without prejudice to the provisions of paragraph 2 of this article, the customer is required to obtain adequate insurance coverage for the risks mentioned in that paragraph. In the event of damage, the customer must promptly report the incident to their insurer for further processing and settlement.

11. Reservation of title and securities

(1) At our first request, the customer is required to provide adequate security, at our discretion, for all payments owed to us under the contract. Failure to comply within the specified time frame will result in the customer being immediately in default. In such a case, we have the right to terminate the contract and recover our losses from the customer.
(2) We shall retain full title of the goods delivered until full payment of all current or future claims, including claims for damages, penalties, interest and costs, arising from the business relationship with the customer (the "Reserved Goods").
(3) If the customer alters or processes the Reserved Goods, such work shall be deemed to be carried out on our behalf. Where the Reserved Goods are processed or incorporated with other products, we shall be the co-owner of the resulting products in the proportion of the value of the Reserved Goods to the value of the other products. This clause 11 shall apply to any such new product accordingly.
(4) The customer shall keep the Reserved Goods on our behalf in safe custody with the diligence of a prudent businessman.
(5) Subject to withdrawal, the customer may only use the Reserved Goods in the ordinary course of business and only resell the Reserved Goods subject to retention of title. Without our prior consent, the customer shall not be entitled to otherwise dispose of the Reserved Goods in a way that interferes with or otherwise endangers our rights in such goods, including, but not limited to, pledge or transfer as security.
(6) The customer shall immediately inform us in the event of any third party action against the Reserved Goods or against any receivables assigned to us as security and to provide us with all documentation necessary to initiate third-party counterclaim proceedings. The costs of any such third-party counterclaim proceedings or any action required to otherwise redress such third-party action and to replace the Reserved Good shall be borne by the customer, to the extent not reimbursed by a third party.
(7) The customer hereby assigns to us all claims arising from the resale of the Reserved Goods or from the processing of the Reserved Goods, as security for the customer's current and future obligations arising from the business relationship between us and the customer. In the event that the customer resells the Reserved Goods to a third party together with other goods, the customer hereby assigns to us its purchase price claim in an amount of the value of the Reserved Goods. We hereby accept such assignment. As long as the customer complies with its contractual obligations, the assignment of the foregoing claims shall be treated as an undisclosed assignment. Subject to withdrawal, the customer is hereby authorised to collect such claims. In case of withdrawal, the customer shall, at our request, provide us with all information relating to the assigned claims and the debtors that are required to collect such claims by ourselves and shall inform the debtors of the assignment of such claims.
(8) We will not exercise our rights of withdrawal under clause 11(4) and clause 11(6) unless the customer is in default in making payments or unless an application to open a settlement or insolvency proceedings has been filed or the customer has suspended its payments.
(9) After invoking our retention of title, we are entitled to reclaim the delivered goods. The customer must fully cooperate in this process.
(10) If the customer breaches the provisions of paragraph 9 of this article, the customer shall owe us a penalty of €250 per day per violation, up to a maximum of €25,000, after we have issued a notice of default. This penalty is payable in addition to any damages recoverable by law.
(11) We have a right of pledge and a right of retention over all goods received or to be received from the customer, on any grounds, for any current or future claims we have against the customer.
(12) If and to the extent a reservation of title is not effective in the jurisdiction in which the contractual goods are located, it shall be deemed agreed that the customer provides us with a security that has the same or similar effect to a reservation of title. If the cooperation of the customer is required in order to create such security, the customer will, at its own expense, take all necessary actions without undue delay.
(13) The customer shall insure the Reserved Goods against theft, breakage, fire, water and other damage at its own expense.

12. Warranty

(1) To the extent that the products delivered by us and the performances rendered by us are defective, we shall, at our option, remedy such defects or arrange for a replacement delivery in accordance with the statutory regulations and the provisions of this clause 12. The customer may only rescind from the contract after two attempts to rectify the defect have failed. Claims for damages exist only to the extent as set out in clause 13. Any replaced products and parts not already owned by us will become our property.
(2) Any claims in relation to defects will become time-barred 12 months after passing of risk for which there is limited liability in accordance with clause 13. In the case of an item that has been used for a building in accordance with its normal use and has caused its defectiveness, the limitation period shall only apply after five years.
(3) The customer is required to inspect each delivered product upon receipt without undue delay. Warranty claims shall be excluded if any objections as to the quantity of goods and as to defects identifiable by careful inspection are not notified to us in writing without delay upon delivery; the same shall apply to objections regarding hidden defects which are not notified to us without delay after its identification.
(4) If a notice of defects of the customer is unjustified, the customer shall reimburse all expenses that we have incurred due to the unjustified notice of defect, provided that it was its fault.
(5) A defective assembly or assembly service conducted by us shall not be deemed as a material defect under the rules for purchase agreements, but only as a defect under the rules for works agreements.
(6) Representations or guarantees shall not be deemed to have been validly given unless we have given them expressly in writing.

13. Liability for Damages

(1) If we are liable for any reason, such liability shall always be limited as set out in the following paragraphs.
(2) If we have insurance coverage, either taken out by us or on our behalf, our liability for compensation shall be limited to the amount paid out under that insurance in the relevant case.
(3) If we do not have insurance as referred to in the previous paragraph, or if no payout is made under such insurance for any reason, our liability for compensation shall be limited to a maximum of 15% of the order price (excluding VAT). If the contract consists of multiple parts or partial deliveries, liability is limited to a maximum of 15% (excluding VAT) of the order price of the specific part or partial delivery to which the liability relates. For continuing performance contracts, liability is limited to a maximum of 15% (excluding VAT) of the contract price owed over the twelve months preceding the event that caused the damage.
(4) The following types of damage are not eligible for compensation:
a. Consequential damage, including but not limited to business interruption loss, loss of production, loss of profit, missed savings and subsidies, tax disadvantages, unnecessary costs, internal costs of the customer, reduced goodwill and reputational damage, penalties, liability-related damages, loss due to damage, destruction, or loss of data or documents, transport costs, travel and accommodation expenses, storage costs, costs for replacement equipment and labor, and costs related to recall actions.
b. Damage to goods caused by or during the performance of work, either to the goods being worked on or to goods located near the work site (opzichtschade).
c. Damage to or caused by equipment provided to us.
d. Damage resulting from intent or willful recklessness by our auxiliary staff or non-managerial subordinates.
e. Damage to materials supplied by or on behalf of the customer, including damage due to improper processing, assembly, mounting, or installation.
The customer may choose to insure against these types of damage where possible.
(5) The customer indemnifies us against all third-party claims arising from a defect in a product supplied by the customer to a third party, in which our supplied products or materials are incorporated. The customer shall compensate us for all resulting damages, including the full costs of legal defense.
(6) Any claim for damages by the customer shall expire twelve months from the date it arose unless the customer initiates legal proceedings before the competent court within that period.

14. Guarantee and other claims

(1) Unless otherwise agreed in writing, we guarantee the proper fulfillment of the agreed performance for six months following delivery or completion, as specified in the following paragraphs.
(2) If the parties have agreed to different guarantee terms, the provisions of this article will remain fully applicable, except to the extent that they conflict with those differing guarantee terms.
(3) The customer must provide all necessary cooperation free of charge for the investigation, conducted by or on our behalf, of any complaint regarding the performance carried out. Failure to do so will result in the customer losing all rights related to that complaint.
(4) If we have validly rejected a complaint about the performed service, the customer must reimburse all reasonable costs incurred in investigating the complaint.
(5) If the agreed performance has not been properly executed, we will determine whether to correct the performance, replace the delivered item in whole or in part, or provide the customer with a credit for a reasonable portion of the order amount.
(6) If we decide to properly execute the service or replace the delivered item, either in whole or in part, the customer must always allow us the opportunity to do so. We will determine the method and timing of the execution. If the agreed performance involves processing materials provided by the customer, the customer is responsible for supplying new materials at its own expense and risk.
(7) The customer must send the items to be repaired or replaced to us. All costs related to transport, shipping, disassembly, and assembly are at the customer's expense and risk. Furthermore, the customer is responsible for travel accommodation and travel hours. We reserve the right to require security or advance payment for these costs.
(8) We are not obligated to fulfill the guarantee until the customer has met all of its obligations.
(9) a. The guarantee does not cover defects caused by:
•    normal wear and tear;
•    improper use;
•    lack of maintenance or improper maintenance;
•    installation, assembly, disassembly, modification, or repair by the customer or third parties;
•    defects in or unsuitability of items, materials, or tools provided or specified by the customer.
      b. No guarantee is provided for:
•    items delivered that were not new at the time of delivery;
•    inspection, repair, or overhaul of items;
•    items covered by the manufacturer’s warranty;
•    items for which a guarantee has been provided by third parties to the customer.
(10) The provisions of paragraphs 3 to 8 of this article apply equally to any claims the customer may have based on breach of contract, non-conformity, or any other grounds.
 

15. Refusal of Performance

(1) If a contract is not performed due to customer's fault and in breach of contract, the customer shall compensate damages in the amount of all costs incurred by us, but in any event no less than 5% of the net value of the ordered goods, unless the customer can demonstrate that we incurred fewer damages. The same shall apply if we withdraw from the contract for this reason.

16. Special Conditions for Delivery and Assembly

(1) Costs for assembly, hourly rates, daily rates, travel expenses, other costs etc. can be taken from the current relevant price sheet for the related Yaskawa Division, respectively.
(2) Prior to the start of the assembly, all structural works must be completed to a degree that the assembly can begin immediately after delivery. The foundation must be completely dry and hardened and the rooms in which the assembly should take place must be sufficiently protected against weather, well-lit and sufficiently heated.
(3) The customer must procure at its own costs
a) a sufficient number of auxiliary workers and skilled workers required for the assembly;
b) the devices and materials required for the assembly and operation; and
c) the unloading of the railway wagons and the transportation of goods from the railway wagons, trucks or vessels to the place of assembly, free of charge. Delays of the assembly and operation that we are not responsible for shall be reimbursed by the customer in accordance with this clause 16. The risk of transportation for brought delivery parts shall be borne by the customer.

17. Special Conditions for Works

The following conditions shall apply if the contract is a contract for work:
(1) Without undue delay after notification of the completion of the work, the customer shall conduct a test-run of the subject matter of the contract, test its compliance with the contractually agreed functionality and performance and – provided no defects occur, which have to be notified without undue delay – accept the work in writing towards us at the latest within two weeks. If the customer does not notify us of any defects within such two-weeks period, the work is deemed to be accepted, with the effect that the risk as to the performance for the work shall pass to the customer.
(2) At customer's request, we shall instruct and train the customer's employees on the handling of the work at the customer's location. In such case, the customer shall bear any costs for travelling, accommodation and allowance of our training personnel and provide – if necessary – training rooms and protective clothing in sufficient quantities, free of charge.
(3) In order to deliver any work on time, the customer must timely and duly comply with its contractual duties to cooperate. If the customer does not or does not duly comply with its duties, the delivery periods shall be extended by the period of delay.
(4) Detailed provisions in relation to the customer's duty to cooperate are set out in the respective underlying contract.
(5) Rights of the customer in case of defects after acceptance:
a) If the work is defective, the customer may claim supplementary performance (i.e. remediation of the defect or performance of new work). The choice between remediation of the defect or performance of new work is in our option.
b) After the fruitless expiration of a time period set for the supplementary performance, the customer may remedy any defect himself and claim for the compensation of any requisite expenses, unless we were entitled to refuse a supplementary performance.
c) In case the remedy of defects fails, we unjustifiably refuse a supplementary performance or we do not provide a supplementary performance within a reasonable time period set by the customer, the customer may abate the remuneration or rescind from the contract and claim expenses without avail or claim damages in lieu of performance.
d) The customer does not have any claims with regard to defects caused by or resulting from improper operation or maintenance of the work or modifications to the work by the customer or any third party.
e) The customer's claims for defects of work become time-barred one year after acceptance of the work.

18. Obligation to complain

(1) The customer loses the right to claim a defective performance if they do not notify us in writing within fourteen days of discovering the defect.
(2) The customer must submit any complaints about the invoice in writing and within the payment term, or forfeit all rights to such complaints. If the payment term exceeds thirty days, the customer must submit the complaint in writing within thirty days from the invoice date at the latest.

19. Confidentiality

(1) All information provided by or on behalf of us to the customer (including offers, designs, images, drawings, and know-how), regardless of its nature or form, is confidential. The customer will use this information solely for the execution of the contract and will not disclose or reproduce it.
(2) In the case that any confidential information is disclosed to any unauthorised third party due to customer violating any of the obligations imposed upon them under this Non-Disclosure
Agreement, Customer shall be obligated to pay a contractual penalty in the amount of 50.000,00 EUR for each individual case of violation. The above shall not affect the right to assert a claim for any higher damages in relation to which any contractual penalty shall be offset.
(3) Reverse Engineering by observing, examining, dismantling, testing of the product covered under this agreement is prohibited. The prohibition of reverse engineering also extends to all other products made available by the respective party.
(4) Upon our first request, the customer must return the information mentioned in paragraph 1 within a period specified by us, or destroy it in a manner we determine, without retaining any copies in any form. In case of a breach of this provision, the customer will owe us an immediately payable penalty of €1,000 per day. We may claim this penalty in addition to any compensation under the law.

20. Rights to Work Results / Copyright

The customer shall have a simple, non-exclusive and nontransferable right to use the work results made in the scope of a contract (such as cost estimates, drawings, organisational analyses), to the extent that these are required for the utilisation of the work result in the course of the customer's business activities.

21. Intellectual Property Rights

(1) We shall be considered the creator, designer, developer, or inventor of any works, models, designs, or inventions created under the contract. We retain the exclusive right to apply for patents, trademarks, or design registrations.
(2) We will not transfer any intellectual property rights to the customer as part of the performance of the contract.
(3) If our deliverables include computer software, the source code will not be provided to the customer. The customer will only receive a non-exclusive, worldwide, and perpetual license to use the software solely for the normal operation and proper functioning of the item.
(4) The customer is not permitted to transfer the license or grant a sub-license. This provision is effective under property law. The license will only transfer to the buyer in the event of a resale of the item associated with the supplied software, under the same terms and conditions as outlined in this article, provided that the buyer has accepted these terms in writing.
(5) We are not liable for any damage the customer incurs due to an infringement of third-party intellectual property rights.
(6) The customer indemnifies us against any third-party claims arising from an infringement of intellectual property rights. 

22. Data Protection

(1) Yaskawa Europe GmbH processes personal data only within the scope of order processing. In case of forwarding data within the Yaskawa Group, to authorized contracted partners or service providers, Yaskawa ensures the commitment of them to Data Protection. Transfers of data to external third parties only take place if such transfer is explicitly approved. Further information regarding Data Protection can been found under https://www.yaskawa.eu.com/meta/privacy-statement. The rights of the data subject can always be asserted with a notation “for the Data Protection Officer” to data-protection@yaskawa.eu.com.
(2) The customer, its directors or officers, employees, representatives or authorized contracted partners shall comply and will be contractually bound to store, process, transfer and delete all submitted personal data of Yaskawa Europe GmbH according to the European GDPR.

23. Final Provisions

(1) The customer shall be responsible for the compliance with any applicable law, writs, rules, regulations and any regulatory actions and Yaskawa policies and shall procure any permissions, licenses and authorisations and the compliance with any other statutory provisions that are necessary to conduct its business in compliance with the applicable law. 
(2) The customer may not assign or pledge any rights or obligations under these GTCs or the underlying contract(s) without our prior written consent. This provision is effective under property law.
(3) The customer is not entitled to terminate or cancel the contract, either in whole or in part.
(4) We may agree to a request for termination of the agreement. In such cases, the customer shall pay a minimum of 20% of the agreed or budgeted price. We reserve the right to request a higher payment or impose additional conditions for our consent.
(5) The customer shall not export any of Yaskawa’s products, which are listed in particular but not conclusively Annexes XI, XX, XXXV and XL of the Regulation (EU) Nr. 833/2014 and in one or more Annexes of the Regulation (EU) Nr. 765/2006, in particular but not conclusively in Annexes XVI, XVII, XXVIII and XXX, to Russia and Belarus or for the later use in Russia or Belarus. The Customer shall also comply with every subsequent revision of said Annexes or new Annexes which will be enacted by the European Union against Russia and Belarus or any other country which might be additionally sanctioned by the European Union due to the same purpose of the beforementioned regulation.
(6) If a delivery of the goods to certain countries or territories or to one or more consignees is not permissible or restricted due to statutory provisions or trade regulations and trade sanction
applicable to our goods or Yaskawa or Yaskawa's production sites or should such restrictions enter into force after the acceptance of an offer or during the delivery, Yaskawa reserves the right to rescind from the contract at any time without notice and to charge any incurred costs to the customer. Yaskawa is not liable for any subsequent damages due to the termination of such contracts, to the extent such limitation of liability is permissible.
(7) The place of performance is the place of business of Yaskawa Benelux B.V.
(8) The civil court with jurisdiction in the place of establishment of Yaskawa Benelux B.V. shall have exclusive jurisdiction over disputes arising form or related to the contract. However, we are entitled to sue the customer in any other legal jurisdiction.
(9) This contract shall be governed by Dutch law. The application of UN sale of goods law (CISG) are expressly excluded from this contract.
(10) There are no oral side agreements to this contract. Any amendments and supplements to these GTCs must be made in writing to be effective. This shall also apply to any amendment of this written form requirement.
(11) Should a provision of these GTCs be invalid, this does not affect the validity of the remaining provisions. An invalid provision of these GTCs shall be deemed to be replaced by such valid provision that comes closest to the intended commercial purpose of the invalid provision.
(12) None of the provisions agreed in any of the terms and conditions are intended to alter the legal or common law distribution of the burden of proof.