General Terms and Conditions LockerGigant

Article 1. Definitions

In these terms and conditions the following definitions apply:

1. 1.1

   LockerGigant: LockerGigant B.V., the user of these terms and conditions.

2. 1.2

   Customer: any natural person or legal entity acting in the course of a profession or business, including foundations, associations, educational institutions and public bodies, that concludes or intends to conclude an Agreement with LockerGigant.

3. 1.3

   Agreement: any arrangement between LockerGigant and the Customer, including amendments and additions, and all (legal) acts in preparation for and performance of it.

4. 1.4

   Products: lockers, safe lockers, cabinets, benches, locks, keys, electrical or electronic components (including power sockets, charging points and electronic locks), accessories and other goods that LockerGigant sells, delivers or makes available.

5. 1.5

   Custom Work: Products that are designed, produced or modified at the Customer's request in deviation from a standard version, for example with regard to dimensions, colour, material, layout, locks, lettering or electrical facilities.

6. 1.6

   Work: all services performed by LockerGigant, including advice, measuring, design, transport, assembly, installation, disassembly, maintenance, repair and service.

7. 1.7

   Operation: LockerGigant making Products available for a periodic fee while those Products remain the property of LockerGigant, whether or not combined with maintenance or service, regardless of whether the Agreement refers to this as rental, lease, operation or otherwise.

8. 1.8

   End User: any person other than the Customer who uses the Products, such as members, visitors, pupils, employees or subcontractors of the Customer.

9. 1.9

   Location: the place where the Products are delivered, installed or used.

10. 1.10

    In Writing: by letter or by e-mail.

Article 2. Applicability

1. 2.1

   These terms and conditions apply to every offer, quotation and Agreement of LockerGigant, and to all Agreements arising from them. Part A always applies. Parts B to F apply in addition to the extent that the Agreement covers the performance described in them.

2. 2.2

   These terms and conditions apply exclusively to Customers acting in the course of a profession or business. LockerGigant does not contract with consumers on the basis of these terms and conditions.

3. 2.3

   The applicability of the Customer's purchasing, tender or other general terms and conditions is expressly rejected. They apply only if LockerGigant has expressly accepted them In Writing, and then only to the Agreement concerned.

4. 2.4

   Deviations from these terms and conditions apply only if agreed In Writing and only to the Agreement for which they were made.

5. 2.5

   In the event of a conflict between the Agreement and these terms and conditions, the Agreement prevails. In the event of a conflict between Part A and a supplementary Part, the supplementary Part prevails.

6. 2.6

   If any provision of these terms and conditions is void or annulled, the remaining provisions remain in force. The parties shall then replace the void or annulled provision with a valid provision that comes as close as possible to the intent of the original provision. A limitation of liability that cannot be invoked in whole or in part applies in any event to the fullest extent permitted.

7. 2.7

   LockerGigant may amend these terms and conditions. The amended terms and conditions apply to Agreements concluded after their announcement. For ongoing Agreements for an indefinite period or with a term of more than one year, they apply from thirty days after written notice to the Customer, but only to the extent that the amendment does not change the price, the term or the core of the performance to the detriment of the Customer, or to the extent that the amendment results from laws or regulations.

8. 2.8

   If LockerGigant does not always require strict compliance with these terms and conditions, this does not constitute a waiver of its rights.

Article 3. Offers and formation of the Agreement

1. 3.1

   All offers and quotations of LockerGigant are without obligation, even if they state a period for acceptance. LockerGigant may still revoke an offer within five working days after the acceptance has reached it.

2. 3.2

   A quotation is valid for thirty days, unless the quotation states otherwise. A quotation does not automatically apply to repeat orders.

3. 3.3

   The Agreement is concluded when LockerGigant confirms an order In Writing or commences performance. If an acceptance deviates from the offer, even on minor points, no Agreement is concluded, unless LockerGigant states otherwise In Writing.

4. 3.4

   A composite quotation does not oblige LockerGigant to perform part of the order for a corresponding part of the price.

5. 3.5

   Images, drawings, 3D renderings, colour samples, samples, dimensions, weights and other specifications in quotations, brochures and on the website are as accurate as possible, but are indicative only. Minor deviations in dimensions, colour, finish and design are permitted and do not entitle the Customer to rejection, price reduction, compensation or termination. Dimensions and tolerances are binding only if they are expressly stated as binding in the order confirmation or in the drawing approved by the Customer. The Customer must therefore specify In Writing in advance any dimensions that are essential to it, such as external dimensions for a recess or passageway. A sample or prototype shown is for indication only.

6. 3.6

   Obvious mistakes or errors in offers, quotations, prices and confirmations do not bind LockerGigant.

7. 3.7

   LockerGigant may refuse an order without stating reasons, or require security in advance of performance.

Article 4. Information from the Customer

1. 4.1

   The Customer shall provide in good time all information LockerGigant needs, including the correct dimensions of the space, the required quantities, the intended use, the conditions at the Location (such as humidity, chlorine, outdoor placement, temperature, subfloor and accessibility) and the available electrical facilities.

2. 4.2

   LockerGigant may rely on the accuracy and completeness of all information, drawings, dimensions and requirements of the Customer and is not obliged to verify them. The consequences of inaccurate or incomplete information are for the account and risk of the Customer, even if LockerGigant has used the information for its own design or advice.

3. 4.3

   The Customer is itself responsible for the choice of Product and its suitability for the Customer's intended use and the Location, unless LockerGigant has expressly stated In Writing that a Product is suitable for a specific use.

4. 4.4

   LockerGigant's advice is given without obligation. The Customer cannot derive any rights from advice and information that do not relate directly to the order.

5. 4.5

   The Customer shall indemnify LockerGigant against claims by third parties relating to drawings, designs, logos, trademarks, materials or instructions provided by or on behalf of the Customer, including claims for infringement of intellectual property rights.

Article 5. Prices and price changes

1. 5.1

   All prices are in euros and exclusive of VAT and other government levies. Unless otherwise agreed In Writing, prices are also exclusive of the costs of packaging, transport, loading and unloading, vertical transport, assembly, installation, travel and accommodation, disposal of packaging materials and the costs of permits or inspections.

2. 5.2

   The Products are to a significant extent produced outside the European Union and purchased in foreign currency. LockerGigant may pass on to the Customer increases in cost price factors occurring after the conclusion of the Agreement. These include in any event changes in exchange rates, raw material and material prices, supplier prices, sea and container freight, transport costs, insurance costs, import duties, anti-dumping duties and other trade measures, excise duties, taxes and wages.

3. 5.3

   If the price increase exceeds ten percent within three months of the conclusion of the Agreement, the Customer may terminate the Agreement within seven days of notification of the increase, for the part that has not yet been performed and for which LockerGigant has not yet entered into obligations towards its suppliers. In all other cases a price increase does not entitle the Customer to terminate.

4. 5.4

   Periodic fees, such as fees for Operation and maintenance, are indexed each year on 1 January on the basis of the consumer price index (CPI, all households) of Statistics Netherlands (CBS) for the preceding year, with a minimum of two percent. This indexation does not entitle the Customer to cancel or terminate.

5. 5.5

   Additional work and extra costs arising because the Customer changes the order, the Customer's information is incorrect, or the conditions at the Location differ from what was anticipated, are charged separately at LockerGigant's rates applicable at that time.

Article 6. Payment

1. 6.1

   Unless otherwise agreed In Writing, the following payment schedule applies: fifty percent of the price upon conclusion of the Agreement and fifty percent before shipment of the Products by the manufacturer, or before delivery if the Products are delivered from stock. Additional work and the costs of assembly and installation are invoiced upon completion. LockerGigant is not obliged to commence performance, including placing a production order, until the down payment has been received. Delivery periods commence only after receipt of the down payment.

2. 6.2

   All other invoices must be paid within fourteen days of the invoice date, in the manner specified by LockerGigant. Periodic fees are invoiced in advance and must be paid before the start of the period to which they relate. LockerGigant may require payment by direct debit.

3. 6.3

   The payment term is a strict deadline. If the Customer does not pay on time, it is in default without any notice of default being required. From that moment the Customer owes interest on the outstanding amount of one percent per month, or the statutory commercial interest rate if higher. Part of a month counts as a full month.

4. 6.4

   All collection costs are for the account of the Customer. The extrajudicial collection costs amount to fifteen percent of the outstanding amount including interest, with a minimum of € 250. If the actual costs are higher, the Customer owes the actual costs. If LockerGigant is found to be wholly or largely in the right in legal proceedings, all legal costs actually incurred, including lawyers' fees, are also for the account of the Customer.

5. 6.5

   The Customer may not suspend its payment obligations or set them off against claims on LockerGigant, even if it complains about the delivery, the invoice or the Work. Complaints about an invoice must be reported In Writing within the payment term. After that, the invoice is deemed to have been accepted.

6. 6.6

   Payments by the Customer are applied first to costs, then to interest and then to the oldest outstanding invoices, even if the Customer indicates otherwise.

7. 6.7

   All claims of LockerGigant on the Customer become immediately due and payable if: (a) the Customer exceeds a payment term, (b) the bankruptcy or suspension of payments of the Customer is applied for or declared, or the Customer becomes subject to a debt restructuring scheme, (c) an attachment is levied on goods or claims of the Customer, (d) the Customer is dissolved, liquidated or discontinues or transfers its business, or (e) the Customer fails to perform any other obligation under the Agreement.

8. 6.8

   LockerGigant may at any time, including after conclusion of the Agreement, require the Customer to provide security for the performance of its obligations, such as advance payment, a bank guarantee or a surety. If the Customer does not provide this security within the period set, it is immediately in default and LockerGigant may terminate the Agreement and recover its damage from the Customer.

Article 7. Delivery periods and performance periods

1. 7.1

   All delivery periods and performance periods stated by LockerGigant are indicative and never strict deadlines. For delivery, LockerGigant depends on manufacturers, shipping lines, ports, customs and carriers in the Netherlands and abroad.

2. 7.2

   A delivery period commences only once all technical and commercial details have been settled, the Customer has approved the final drawings, dimensions, colours and specifications In Writing, LockerGigant has received all necessary information and the agreed down payment has been received.

3. 7.3

   The delivery period is extended by the delay caused by: (a) changes or additional work, (b) circumstances that were unknown to LockerGigant when the delivery period was stated, (c) delays at manufacturers, in transport, at ports or at customs, (d) trade measures or inspections, (e) suspension by LockerGigant, or (f) a circumstance for which the Customer bears the risk. LockerGigant shall then perform the Agreement as soon as its planning permits.

4. 7.4

   Exceeding a delivery period or performance period, for whatever reason, does not entitle the Customer to compensation, a penalty, suspension or termination. The Customer shall indemnify LockerGigant against claims by third parties, including its own clients, arising from a period being exceeded.

5. 7.5

   If a period is exceeded by more than sixteen weeks due to a cause attributable to LockerGigant, the Customer may terminate the Agreement In Writing for the part that has not yet been performed and for which no production order has yet been placed. In that case the Customer is not entitled to compensation.

6. 7.6

   LockerGigant may deliver in instalments and invoice each instalment separately.

Article 8. Cancellation by the Customer

1. 8.1

   The Customer may not terminate or cancel the Agreement unless LockerGigant agrees to this In Writing. If LockerGigant agrees, the Customer immediately owes a fee of: (a) thirty percent of the agreed price if the cancellation takes place before LockerGigant has placed a production or purchase order, or (b) one hundred percent of the agreed price if the cancellation takes place after a production or purchase order has been placed, or if Custom Work is concerned.

2. 8.2

   In the event of cancellation as referred to under (a), the Customer owes, in addition to the fee, the external costs already incurred by LockerGigant, such as design, sample and transport costs. In the event of cancellation as referred to under (b), all of LockerGigant's costs are included in the fee, except for storage costs from the moment the Products are ready. In that case the Customer may, after full payment, require the Products already produced to be delivered to it, at its own expense and risk. In both cases the Customer shall indemnify LockerGigant against claims by its suppliers relating to the cancellation.

3. 8.3

   The termination of Agreements for Operation and maintenance is governed by Part D and Part E.

Article 9. Suspension and termination by LockerGigant

1. 9.1

   LockerGigant may suspend the performance of all its obligations, under any Agreement, or terminate the Agreement in whole or in part out of court, without notice of default and without being liable for any compensation, if: (a) the Customer fails to perform an obligation under any Agreement, or fails to do so on time or in full, (b) after conclusion of the Agreement LockerGigant becomes aware of circumstances giving good reason to fear that the Customer will not perform its obligations, (c) the Customer does not provide the requested security, or (d) a circumstance as referred to in Article 6(7) occurs.

2. 9.2

   In the event of suspension or termination, all claims of LockerGigant remain immediately due and payable. The Customer must compensate all costs and damage suffered by LockerGigant as a result of the suspension or termination, including loss of profit and storage and transport costs.

3. 9.3

   If the Customer does not take delivery of the Products at the moment they are made available to it, the Products are stored at its expense and risk and the Customer is in default. LockerGigant may sell the Products after thirty days. The Customer then remains liable for the price, less the net proceeds, plus the storage and sales costs.

4. 9.4

   Termination by the Customer never has retroactive effect. What LockerGigant has already delivered or performed need not be undone and remains payable in full.

Article 10. Force majeure

1. 10.1

   LockerGigant is not liable and is not obliged to perform if it is prevented from doing so by force majeure. In addition to its statutory meaning, force majeure includes in any event any circumstance over which LockerGigant cannot reasonably exert influence, even if it was already foreseeable at the conclusion of the Agreement, such as: failures or delays of manufacturers, suppliers, carriers and other third parties; production problems at the manufacturer; delays or closures of ports or shipping routes; shortages of containers or transport capacity; customs inspections; import and export restrictions, sanctions, import duties and other trade measures; war, terrorism, pandemics and epidemics; government measures; strikes; staff illness; fire, water damage and extreme weather conditions; energy or internet outages; cybercrime; and loss or theft of Products or materials.

2. 10.2

   During force majeure the obligations of LockerGigant are suspended. If the force majeure lasts longer than six months, or if performance is permanently impossible, either party may terminate the Agreement In Writing for the part that has not yet been performed, without any obligation to pay compensation.

3. 10.3

   If LockerGigant has already partly delivered or performed when the force majeure begins, it may invoice that part separately. The Customer must pay that invoice as if it concerned a separate Agreement.

Article 11. Complaints and limitation periods

1. 11.1

   The Customer must inspect the Products immediately upon delivery for quantities, visible damage and visible deviations. Visible defects and transport damage must be noted on the delivery note or consignment note and reported In Writing to LockerGigant within forty-eight hours of delivery, with photographs and a clear description. If the Customer fails to do so, the delivery is deemed to have been approved.

2. 11.2

   The Customer must report other defects In Writing, stating reasons, within fourteen days after it has discovered or should reasonably have discovered the defect, and in any event within the warranty period. After that, all rights of the Customer in respect of that defect lapse.

3. 11.3

   The Customer must give LockerGigant the opportunity to investigate the complaint on site and must leave the Products in the condition they were in when the complaint arose. If a complaint proves unfounded, the costs of the investigation, including call-out charges and labour costs, are for the account of the Customer.

4. 11.4

   A complaint does not suspend the Customer's payment obligation.

5. 11.5

   Returns are permitted only with LockerGigant's prior written consent and are at the expense and risk of the Customer. Custom Work is never taken back. In the event of an accepted return of standard products, LockerGigant may withhold twenty percent of the price, with a minimum of € 100.

6. 11.6

   All claims of the Customer against LockerGigant, on whatever grounds, lapse if the Customer has not commenced legal proceedings within one year after it became aware or could reasonably have become aware of the facts on which it bases its claim.

Article 12. Warranty

1. 12.1

   For a period of twelve months after delivery, or after completion if LockerGigant carries out the assembly, LockerGigant warrants that the Products are free from defects in material and manufacture. For locks, electrical and electronic components and hinges, a period of six months applies. Batteries and other consumables are not covered by the warranty (see paragraph 6). A longer warranty applies only if agreed In Writing.

2. 12.2

   LockerGigant warrants the proper performance of the Work for a period of three months after performance.

3. 12.3

   If a defect is covered by the warranty, LockerGigant decides at its own discretion whether to repair the Product, replace the Product or the defective part, or credit the Customer for a proportionate part of the price. LockerGigant itself determines the method and timing of repair or replacement. Repair or replacement does not start a new warranty period. Replaced parts become the property of LockerGigant.

4. 12.4

   Transport, shipping, disassembly and assembly costs and travel and accommodation costs related to the warranty are for the account of the Customer, unless otherwise agreed In Writing.

5. 12.5

   The warranty does not apply to defects that are (wholly or partly) the result of: (a) normal wear and tear, scratches, dents and discolouration caused by light or use; (b) incorrect or improper use, vandalism, overloading or force; (c) placement outdoors, in damp or wet areas, in areas containing chlorine, salt or other aggressive substances, or at extreme temperatures, unless the Product has been expressly specified In Writing for those conditions; (d) corrosion, rust or damage caused by cleaning agents; (e) failure to follow instructions for use, maintenance or cleaning; (f) assembly, installation, modification, relocation or repair by the Customer or by third parties; (g) the Customer's electrical installation or connected equipment, power surges or lightning strikes; (h) materials, designs or instructions originating from the Customer; or (i) an unsuitable subfloor or Location.

6. 12.6

   No warranty is given on used Products, trial installations, consumables such as batteries and keys, and Products covered only by a manufacturer's warranty.

7. 12.7

   The Customer may invoke the warranty only if it has fulfilled all its obligations towards LockerGigant.

8. 12.8

   This article exhaustively governs the Customer's rights in respect of defects. It also applies to claims for non-conformity, breach of contract or on any other grounds whatsoever.

Article 13. Liability

1. 13.1

   In the event of an attributable failure in performance, LockerGigant is only obliged to perform its obligations after all, in the manner set out in Article 12. An obligation to pay compensation exists only within the limits of this article.

2. 13.2

   LockerGigant's total liability, on whatever grounds, is limited to the amount paid out under its liability insurance in the case concerned, plus the deductible that is for LockerGigant's account under that insurance.

3. 13.3

   If the insurer does not pay out for any reason, or if the damage is not covered by the insurance, LockerGigant's total liability is limited to the invoice amount (excluding VAT) of the part of the Agreement to which the liability relates. In the case of Agreements for Operation, maintenance or other continuing agreements, liability is limited to the fees (excluding VAT) paid by the Customer over the six months preceding the event that caused the damage. Liability under this paragraph shall never exceed € 25,000 per event and per calendar year, with a series of related events counting as one event. If the insurer does pay out, only the limit in paragraph 2 applies.

4. 13.4

   LockerGigant is only liable for direct damage. Direct damage consists exclusively of: (a) the reasonable costs of establishing the cause and extent of the damage, (b) the reasonable costs of bringing LockerGigant's defective performance into conformity with the Agreement, to the extent that LockerGigant has not done so itself, and (c) the reasonable costs of preventing or limiting damage, to the extent that the Customer demonstrates that these have led to a limitation of direct damage.

5. 13.5

   LockerGigant is never liable for: (a) indirect damage and consequential loss, including loss of profit or turnover, lost savings, business interruption, business losses, loss of members or customers, reputational damage, fines and the costs of alternative facilities; (b) damage to or loss of items in or near the Products, such as clothing, bags, golf equipment, tools, batteries, telephones, money and other property of the Customer or End Users, including in the event of theft, burglary, fire or a defective lock; (c) damage arising from the charging of batteries, tools or devices via power sockets or charging points in or on the Products, including fire and smoke damage; (d) damage to property in the course of the Work, meaning damage to items being worked on or near which work is carried out, or which are located on or near the Location, such as floors, walls, pipes and installations; (e) damage due to the loss, theft or misuse of keys, codes, access cards or master keys; (f) damage caused by the Customer or an End User failing to follow instructions or using the Products incorrectly; (g) damage caused by defects that the Customer could have discovered upon delivery or completion; and (h) damage caused by the intent or deliberate recklessness of auxiliary persons or non-managerial subordinates of LockerGigant.

6. 13.6

   The Products are intended as a simple storage facility. Unless expressly agreed otherwise In Writing, the Products are not certified as burglar-resistant and LockerGigant does not undertake the safekeeping (bewaarneming) or guarding of their contents. The Customer shall inform End Users of this and advise them not to store valuables in the Products.

7. 13.7

   The limitations and exclusions in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of LockerGigant's directors or managers, nor to the extent that mandatory law precludes them, such as statutory product liability towards the injured party.

8. 13.8

   The limitations and exclusions in these terms and conditions also apply to LockerGigant's directors, employees and engaged third parties. They may invoke them directly.

9. 13.9

   The Customer may only bring a claim for compensation if it has reported the damage to LockerGigant In Writing within thirty days after it discovered or should reasonably have discovered the damage, and has first given LockerGigant written notice of default, stating reasons, with a reasonable period to remedy the failure.

Article 14. Indemnification

1. 14.1

   The Customer shall indemnify LockerGigant against all claims by third parties, including End Users, employees, subcontractors, clients and insurers of the Customer, relating to the Products, the Work or the Agreement, to the extent that LockerGigant would not be liable towards the Customer. This applies in particular to claims for loss of or damage to the contents of the Products, personal injury and damage caused by the use of the Products.

2. 14.2

   The Customer shall indemnify LockerGigant against claims by third parties for product liability arising from a defect in a product supplied by the Customer to a third party of which Products of LockerGigant form part, to the extent permitted by law.

3. 14.3

   The Customer shall compensate all damage and costs suffered by LockerGigant in connection with such claims, including the full costs of defence.

Article 15. Retention of title

1. 15.1

   All Products sold by LockerGigant remain its property until the Customer has paid in full: (a) the price for all Products that LockerGigant has delivered or will deliver under any Agreement, (b) the fee for all Work that LockerGigant has performed or will perform under such an Agreement, and (c) all claims arising from the Customer's failure to perform such Agreements, including interest, costs and compensation. This retention of title applies to the fullest extent permitted by Article 3:92(2) of the Dutch Civil Code (BW).

2. 15.2

   As long as ownership has not passed, the Customer may not sell, rent out, make available for use by third parties, pledge or otherwise encumber the Products, nor move them to another Location without LockerGigant's consent. This provision has proprietary effect (goederenrechtelijke werking).

3. 15.3

   The Customer shall store the Products carefully and identifiably as the property of LockerGigant, shall not remove any identification marks and shall insure the Products at its own expense against fire, theft, water and storm damage and vandalism. The Customer shall present the policy upon first request. The Customer is obliged, upon LockerGigant's first request, to pledge or assign to LockerGigant its claims against the insurer in respect of these Products, and shall cooperate in all acts necessary for that purpose. Any payment the Customer nevertheless receives itself shall be immediately passed on to LockerGigant up to the amount of its claims.

4. 15.4

   If the Customer fails to perform, LockerGigant may repossess the Products without notice of default or judicial intervention, even if they have been attached to a building. The Customer hereby irrevocably authorises LockerGigant and the persons designated by it to enter the Location for that purpose. All costs involved, including disassembly and repair of fixing points, are for the account of the Customer.

5. 15.5

   If third parties levy an attachment on the Products or wish to establish rights over them, the Customer must inform LockerGigant immediately and inform the third party of LockerGigant's ownership.

6. 15.6

   After ownership of the Products has passed to the Customer, the Customer is obliged, upon LockerGigant's first request, to grant a right of pledge over those Products as security for other claims that LockerGigant has or will have against it. The Customer shall cooperate in all acts necessary for that purpose, such as signing a deed of pledge to be registered by LockerGigant.

7. 15.7

   LockerGigant has a right of retention over all goods of the Customer in its possession, as long as the Customer has not fulfilled all its obligations towards it.

Article 16. Intellectual property

1. 16.1

   All intellectual property rights in quotations, designs, drawings, 3D renderings, calculations, configurations, photographs, videos, texts and other materials of LockerGigant remain with LockerGigant or its licensors, even if the Customer has paid for their creation. LockerGigant does not transfer any intellectual property rights in the performance of the Agreement.

2. 16.2

   The Customer may use these materials only for the performance of the Agreement. It may not copy them, show them to third parties or use them to obtain quotations from or products of third parties. In the event of a breach, the Customer owes an immediately payable penalty of € 10,000 per breach, plus € 500 for each day the breach continues, without prejudice to LockerGigant's right to full compensation.

3. 16.3

   The Customer may not remove or obscure trademarks, logos and lettering of LockerGigant on the Products.

4. 16.4

   LockerGigant may use photographs and images of the installed Products and the name and logo of the Customer as a reference in its marketing, unless the Customer objects to this In Writing.

Article 17. Confidentiality and personal data

1. 17.1

   The Customer shall keep all information of LockerGigant confidential, including prices, quotations, suppliers, manufacturers, designs and working methods, and shall use it only for the performance of the Agreement. In the event of a breach, the Customer owes an immediately payable penalty of € 10,000 per breach, without prejudice to LockerGigant's right to full compensation.

2. 17.2

   LockerGigant processes personal data of the Customer's contact persons in accordance with applicable privacy legislation and its privacy statement. If Products are used in which data of End Users are processed, such as electronic locks or access systems, the parties shall record In Writing in advance which party has which role. The starting point is that the Customer determines the purposes and means of processing those data and is therefore the controller. To the extent that this is the case, the Customer warrants that the processing is lawful and shall indemnify LockerGigant against claims relating to it. If LockerGigant processes data on behalf of the Customer, the parties shall conclude a data processing agreement.

Article 18. Assignment and engagement of third parties

1. 18.1

   The Customer may not assign or pledge its rights and obligations under the Agreement without LockerGigant's prior written consent. This provision has proprietary effect, except for monetary claims for which Article 3:83 of the Dutch Civil Code does not permit a restriction on assignability or pledgeability.

2. 18.2

   LockerGigant may engage third parties in the performance of the Agreement and may assign its rights and obligations under the Agreement, including claims on the Customer, to a group company or to a financier. The Customer hereby cooperates in advance with any such assignment.

3. 18.3

   LockerGigant may set off its debts to the Customer against claims that it or an affiliated company has on the Customer.

Article 19. Governing law, disputes and language

1. 19.1

   All offers and Agreements are governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and any other international regulations whose exclusion is permitted do not apply.

2. 19.2

   All disputes shall be submitted exclusively at first instance to the competent court of the District Court of Amsterdam. LockerGigant may also submit a dispute to the court that has jurisdiction by law.

3. 19.3

   These terms and conditions have been drawn up in Dutch and in English. In the event of any difference in interpretation or conflict between the two versions, the Dutch text prevails.

Article 20. Delivery and risk

1. 20.1

   Unless otherwise agreed In Writing, delivery takes place ex warehouse of LockerGigant or ex the storage location designated by it (Ex Works, Incoterms 2020). Risk passes to the Customer at the moment the Products are made available to it.

2. 20.2

   If it has been agreed that LockerGigant will arrange transport to the Location, this is at the expense of the Customer. Risk then passes upon arrival at the Location, before unloading. Unloading and vertical and horizontal transport at the Location are at the expense and risk of the Customer, even if LockerGigant's staff assist.

3. 20.3

   The Customer shall ensure that the Location is properly and safely accessible for lorries at the agreed time and that there is sufficient space for unloading and storage. If delivery cannot take place due to a cause on the part of the Customer, risk passes at the agreed time of delivery and the costs of a new delivery and storage are for the account of the Customer.

4. 20.4

   The Customer shall dispose of packaging materials itself, unless otherwise agreed.

Article 21. Custom Work and approval

1. 21.1

   For Custom Work, LockerGigant prepares a drawing, specification or trial design. The Customer shall check it carefully and approve it In Writing. After approval, the Customer is responsible for all dimensions, quantities, colours and specifications contained in it. Deviations within the tolerances stated in the approved drawing or, in the absence of such tolerances, minor deviations as referred to in Article 3(5), do not constitute a defect.

2. 21.2

   Changes after approval are possible only if production still permits. All costs and delays arising from them are for the account of the Customer.

3. 21.3

   Colours are matched as closely as possible to the specified RAL or other colour code. Colour differences between materials, production batches and repeat orders cannot be excluded and do not entitle the Customer to reject the Products.

4. 21.4

   Custom Work cannot be returned or cancelled after the production order has been placed.

Article 22. Conformity and regulations

1. 22.1

   LockerGigant does not warrant that the Products meet any requirements other than the Dutch statutory requirements applicable to the Product itself on the date of conclusion of the Agreement. The Customer is responsible for specific requirements arising from the use or the Location, such as fire safety, accessibility, hygiene, requirements of sports associations or requirements of a construction site, unless these requirements have been expressly included In Writing in the Agreement.

2. 22.2

   Products with electrical components, such as power sockets and charging points, are supplied with the documentation required by the applicable product regulations, such as an EU declaration of conformity, markings and instructions for use and safety. The Customer shall ensure that the Products are used in accordance with their intended purpose and these instructions, and shall pass these instructions on to End Users.

3. 22.3

   These terms and conditions are without prejudice to LockerGigant's statutory obligations as importer of the Products.

Article 23. Scope of the Work

1. 23.1

   Assembly and installation form part of the Agreement only if agreed In Writing. The Work comprises only what is expressly stated in the Agreement.

2. 23.2

   Unless otherwise agreed In Writing, the Work does not in any event include: structural work, cutting, breaking, drilling and milling in concrete or tiles, levelling floors, installing plinths or raised bases, laying electrical cables, circuits and connection points, connecting to the electrical installation of the building or construction site, inspections, removing existing lockers and disposing of waste.

3. 23.3

   For Products with power sockets, charging points or other electrical facilities, LockerGigant supplies the Products with the internal wiring as specified. Connection to the electricity grid, the distribution board, protection (such as a residual current device), matching to the expected load and periodic inspection of the installation are at the expense and responsibility of the Customer and must be carried out by a certified electrician. The Customer is responsible for safe use, in particular the charging of batteries and tools, and for compliance with the rules applicable at the Location.

Article 24. Obligations of the Customer during assembly

1. 24.1

   The Customer shall ensure that LockerGigant can start and continue working without disruption at the agreed time. The Customer shall in any event provide: (a) all permits, consents of the owner or landlord of the building and other approvals; (b) a clear, clean, dry, level and load-bearing subfloor and walls suitable for fixing; (c) information on the location of pipes, cables and other concealed elements in floors and walls; (d) free use of electricity, water, lighting and sanitary facilities; (e) a lockable, dry storage space for Products, materials and tools; (f) a safe working environment in accordance with the Dutch Working Conditions legislation (Arbowetgeving); and (g) access to the Location during normal working hours.

2. 24.2

   If these facilities are not present, or if the Work cannot be started or continued for any other reason not attributable to LockerGigant, waiting time, additional call-out charges and other costs are charged at the applicable rates.

3. 24.3

   The Customer bears the risk of damage to and loss or theft of Products, materials and tools located at the Location, including before completion. The Customer shall insure these risks.

4. 24.4

   LockerGigant is not liable for damage to concealed pipes, cables or other elements whose location has not been notified In Writing by the Customer in advance.

Article 25. Completion

1. 25.1

   The Work is deemed to have been completed and approved as soon as: (a) the Customer has signed the completion form or has otherwise approved the work; (b) the Customer takes the Products into use in whole or in part, in which case the part taken into use is deemed to have been completed; or (c) LockerGigant has reported that the work is finished and the Customer has not stated In Writing, with reasons, within five working days thereafter that it rejects the work.

2. 25.2

   Minor defects that do not prevent use are not a reason to refuse completion. LockerGigant shall remedy them within a reasonable period.

3. 25.3

   Completion, or the failure to approve the Work, does not suspend the Customer's payment obligations.

Article 26. Provision and ownership

1. 26.1

   In the case of Operation, LockerGigant makes Products available to the Customer for the term of the Agreement, in return for the agreed periodic fee. The Products always remain the property of LockerGigant. The Customer acquires only a personal right of use.

2. 26.2

   The parties intend that the Products remain movable property and remain the property of LockerGigant. LockerGigant therefore installs the Products in such a way that they can be removed without significant damage to the Products or the building. The Customer shall not itself make any fixings or alterations that would compromise this. If a more permanent fixing is required for installation, the parties shall make additional arrangements In Writing in advance. If ownership of a Product is nevertheless lost through accession (natrekking) or otherwise, the Customer owes LockerGigant the replacement value of that Product as new, without prejudice to its other obligations under the Agreement.

3. 26.3

   If the Customer is not the owner of the building or land, it shall notify the owner and any mortgagee In Writing that the Products are the property of LockerGigant, and shall ensure that LockerGigant can always remove the Products. The Customer shall indemnify LockerGigant against claims by the owner or third parties to the Products.

4. 26.4

   The Customer may not sell, sublet, make available for use by third parties (other than to End Users for the agreed purpose), pledge or encumber the Products, nor move them to another Location without LockerGigant's prior written consent. In the event of attachment, bankruptcy or suspension of payments, the Customer shall inform the attaching party, trustee or administrator of LockerGigant's ownership and shall inform LockerGigant immediately.

5. 26.5

   Upon delivery, the Customer confirms that the Products have been received in good condition and complete, unless it reports otherwise In Writing within forty-eight hours.

Article 27. Term and termination

1. 27.1

   An Agreement for Operation is entered into for the term stated in the Agreement. If no term is stated, a term of sixty months applies. The term commences on the day the Products are made available to the Customer.

2. 27.2

   After expiry of the term, the Agreement is each time tacitly renewed for twelve months, unless either party terminates the Agreement In Writing no later than three months before the end of the current period.

3. 27.3

   The Customer may not terminate the Agreement early. If the Customer nevertheless ends the Agreement before the end of the term, or if LockerGigant terminates the Agreement due to a failure in performance or a circumstance as referred to in Article 6(7), the Customer immediately owes, in a single payment: (a) all periodic fees until the end of the current term, and (b) the costs of disassembly, transport and repair. The amount under (a) is a fixed compensation for the income LockerGigant loses as a result of the termination. LockerGigant is not required to deduct any savings or proceeds from re-rental or sale of the Products from it. In addition, LockerGigant may only claim compensation for damage that does not consist of lost fees, such as damage to or loss of Products and collection costs.

4. 27.4

   LockerGigant may terminate the Agreement with immediate effect and repossess the Products in the cases referred to in Article 9(1), and if the Customer uses the Products in breach of the Agreement. Article 15(4) applies accordingly.

Article 28. Fee

1. 28.1

   The periodic fee is invoiced in advance per month, quarter or year, as stated in the Agreement, and is payable from the day the Products are made available. The fee is also payable if the Customer or End Users do not use the Products or use them less than expected.

2. 28.2

   If it has been agreed that the fee depends wholly or partly on payments by End Users, the Agreement shall specify who sets the rates, who collects the payments and how the proceeds are divided. Any minimum fee always remains payable. LockerGigant may audit the Customer's records in this respect.

3. 28.3

   A temporary malfunction or decommissioning of part of the Products does not entitle the Customer to a reduction, suspension or refund of the fee, unless a Product is unusable for more than thirty days, due to a cause attributable to LockerGigant, after the Customer has reported this In Writing. In that case the fee for that Product is reduced proportionately for the period thereafter.

Article 29. Use, maintenance and risk

1. 29.1

   The Customer shall use the Products as a good tenant, exclusively in accordance with their intended purpose, at the agreed Location and in accordance with LockerGigant's instructions. The Customer shall ensure that End Users do the same.

2. 29.2

   The Customer shall carry out the daily maintenance and cleaning of the Products at its own expense, using products approved by LockerGigant. Maintenance and repairs are carried out exclusively by or on behalf of LockerGigant. The Customer shall not make any alterations without LockerGigant's written consent. Anything that is nevertheless added becomes the property of LockerGigant without compensation.

3. 29.3

   The Customer shall report any damage, malfunction, theft and defect to LockerGigant In Writing immediately. LockerGigant shall remedy defects resulting from normal use within a reasonable period. The costs of repairing damage caused by vandalism, incorrect use, accidents, theft or loss of keys are for the account of the Customer.

4. 29.4

   From the moment the Products are made available until the moment LockerGigant has taken them back, the Customer bears the full risk of loss, theft, damage and destruction of the Products, regardless of the cause. The Customer shall insure the Products for their replacement value as new for the benefit of LockerGigant and shall present the policy upon first request.

5. 29.5

   If a Product is lost or can no longer be repaired, the Customer shall pay the replacement value as new of a comparable Product at that time, less any amount LockerGigant receives from an insurer for that Product. LockerGigant shall then replace the Product with an equivalent Product and the Agreement and the fee continue. If LockerGigant decides not to replace the Product, the fee for that Product lapses from the day of the loss.

6. 29.6

   All costs related to use, such as electricity, batteries, taxes, levies and permits, are for the account of the Customer.

7. 29.7

   The Customer shall grant LockerGigant access to the Products upon first request for inspection, maintenance, replacement or removal of the Products. LockerGigant may replace Products with equivalent Products.

8. 29.8

   Lettering, logos, labels and serial numbers of LockerGigant may not be removed, damaged or covered.

9. 29.9

   To the extent that the statutory rules on rental confer rights on the Customer that go further than these terms and conditions, including rights to a reduction of the fee, repair or compensation for defects, those rights are excluded to the extent permitted by law.

Article 30. End of Operation

1. 30.1

   At the end of the Agreement, the Customer shall make the Products available to LockerGigant on the agreed date, complete, clean and in the same condition as when received, with the exception of normal wear and tear. All keys, master keys, cards and codes shall be returned.

2. 30.2

   Disassembly and transport are carried out by LockerGigant at the expense of the Customer, unless otherwise agreed In Writing. Repair of walls and floors after disassembly is for the account of the Customer.

3. 30.3

   The costs of cleaning, repair and missing parts or keys are charged to the Customer. For the period between the end of the Agreement and the moment LockerGigant has actually regained possession of the Products, the Customer owes a usage fee equal to the most recently applicable fee, plus fifty percent.

4. 30.4

   If the Customer cannot return the Products, it shall pay their replacement value as new, less any amount LockerGigant receives from an insurer for those Products.

Article 31. Trial installation

1. 31.1

   LockerGigant may temporarily place a trial installation or demonstration model at the Customer's premises. It remains the property of LockerGigant. From the moment of placement, the Customer bears the risk of damage, loss and theft and shall return it upon first request. No warranty applies to a trial installation. If no Agreement has been concluded after the agreed trial period and the Customer has not returned the trial installation, LockerGigant may invoice it to the Customer at the applicable price.

Article 32. Content of maintenance and service

1. 32.1

   LockerGigant performs maintenance and service as described in the Agreement, for example periodic inspection, lubrication and adjustment, checking of locks and replacement of parts. LockerGigant itself determines the method of performance and which parts are replaced.

2. 32.2

   Response and repair times stated are target times and not an obligation of result. Exceeding them does not entitle the Customer to compensation, a reduction of the fee or termination.

3. 32.3

   Work is carried out on working days between 8:00 and 17:00. Work outside these hours is carried out only if agreed, at the applicable surcharges.

4. 32.4

   Unless otherwise agreed In Writing, the following are not covered by the maintenance fee: call-out charges, labour costs for repairs, parts and materials, batteries, keys and master keys, opening lockers in the event of lost keys or codes, repair of damage caused by vandalism, incorrect use, accidents or interventions by third parties, and relocating, modifying or extending Products. These are charged separately at the applicable rates.

5. 32.5

   LockerGigant may suspend Work if, in its opinion, the conditions at the Location pose risks to the safety or health of its staff.

Article 33. Key management

1. 33.1

   The Customer is responsible for the management of keys, master keys, codes and access cards and for issuing them to End Users. In the event of loss or theft of a master key or a code with general access, the costs of replacing the locks concerned are for the account of the Customer.

2. 33.2

   LockerGigant opens a locker only at the Customer's written request. The Customer warrants that it is authorised to make such a request and shall indemnify LockerGigant against claims by End Users and third parties relating to it.

Article 34. Term of maintenance

1. 34.1

   An Agreement for maintenance or service is entered into for a minimum of twelve months and is thereafter each time tacitly renewed for twelve months, unless either party terminates it In Writing no later than three months before the end of the current period. Early termination by the Customer is not possible.

2. 34.2

   Maintenance forming part of an Agreement for Operation runs for the term of that Agreement.

3. 34.3

   The maintenance fee is invoiced in advance. In the event of late payment, LockerGigant may suspend the Work.

Article 35. Electronic locks, apps and software

1. 35.1

   This Part applies if Products contain or are operated by electronic locks, access systems, apps or other software. The software is generally supplied by a third party. The use of that software is governed by the terms and conditions of that third party, which LockerGigant will send upon request. The Customer acquires only a non-exclusive and non-transferable right of use for the term and purpose of the Agreement.

2. 35.2

   LockerGigant does not warrant that software, apps or online services will operate without interruption or errors, or that the supplier will continue to offer or support them. LockerGigant may temporarily take these services out of operation for maintenance. Malfunctions in software or online services of third parties constitute force majeure in relation to the Customer. Support and availability apply only if agreed in the Agreement.

3. 35.3

   The Customer is itself responsible for the management of users, codes and settings and for a network and power supply suitable for the operation of the Products.

4. 35.4

   At the end of the Agreement, the Customer must itself export any data it wishes to keep before the end date. LockerGigant may terminate the Customer's access after the end date and have the data deleted after thirty days, unless retention is required by law.