Terms & Conditions

Version of 12 October 2026 · In case of differences, the Dutch text prevails (Article 2.7).

Article 1 Definitions

1. AMB: Arjen Bakker, trading as AMB Technical Services, established at Appelhof 19, 8465 RX Oudehaske, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 90268105, email info@amb-tech.nl.
2. Client: the natural or legal person acting in the course of a profession or business who enters into an agreement with AMB.
3. Agreement: any arrangement between AMB and the client concerning work, advice, supply or availability.
4. Work: including engineering, inspection, commissioning, start-up, service, maintenance, repair, fault diagnosis, remote support and work on biogas installations, CO₂ installations, refrigeration installations, compressors, control systems and related facilities.
5. In writing: on paper or by email. Messages via other digital channels also count as in writing where sender, content and receipt can be sufficiently established.

Article 2 Applicability and order of precedence

1. These terms apply to all offers, quotations and agreements of AMB with business clients.
2. AMB expressly rejects the general terms and conditions and purchasing conditions of the client. They only apply if AMB has expressly accepted them in writing.
3. In the event of conflict, expressly agreed written arrangements prevail over these terms. Within the contract documents, a specifically agreed deviation prevails over a general provision.
4. Deviations only apply to the agreement for which they were made.
5. If a provision is null and void or voidable, the remaining provisions remain in force. The parties will consult on a valid replacement provision that reflects the purpose of the original provision as closely as possible.
6. New versions do not automatically apply to existing agreements. This requires the client's consent.
7. In the event of differences in content or interpretation between the Dutch text of these terms and a translation, the Dutch text prevails, unless the parties agree otherwise in writing.
8. AMB declares these terms applicable before or upon conclusion of the agreement and provides the client with a copy that can be stored and consulted later. This is preferably done as an annex to the quotation or order confirmation. If another method of provision is used, it must meet the applicable legal requirements. A mere reference on an invoice after conclusion of the agreement does not replace this prior provision.

Article 3 Quotations and formation of the agreement

1. Quotations are without obligation and valid for thirty days, unless stated otherwise. AMB may revoke a non-binding offer immediately after acceptance.
2. An agreement is formed by written acceptance of a quotation, by written order confirmation from AMB, or by AMB starting work at the client's request. This is without prejudice to the requirements for applicability and provision of these terms.
3. Obvious clerical, calculation and pricing errors do not bind AMB.
4. Quotations are based on the information provided, visible circumstances and the assumptions stated therein. Hidden defects, incorrect information and circumstances that AMB could not reasonably foresee may lead to adjustment of price, schedule and method in accordance with Article 7.
5. Work, materials, inspections and services not included in the scope description do not form part of the assignment, unless they are reasonably a necessary part of the expressly agreed work.
6. Unless expressly included, the assignment does not cover building or civil works, foundations, repair of buildings or grounds, lifting and hoisting, grid connections, permit applications, independent inspections, certification of the complete installation, or modifications to installation parts outside the described scope. Where such work is necessary for performance, the parties agree before the start who will carry it out and pay for it. AMB cannot rely on this exclusion for work that was expressly promised or that the client could reasonably regard as included on the basis of the specific quotation.

Article 4 Scope and performance of the assignment

1. AMB performs the assignment with the care and expertise that may be expected of a reasonably acting technical service provider.
2. Advice, diagnosis, maintenance, fault investigation and optimisation are best-efforts obligations, unless the parties agree a specific result in writing. Where supply, installation or repair has been agreed, AMB delivers the agreed work in accordance with the agreement.
3. AMB determines the method of performance within the agreed scope and may engage suitable third parties. AMB remains responsible for their performance to the extent provided by law and the agreement.
4. AMB is not obliged to perform work for which the required certification, authorisation or legal permission is lacking.
5. An inspection, maintenance visit, report or commissioning is not a statement that the entire installation complies with all legal requirements. The scope is determined by the agreed checks and work.
6. AMB reports relevant defects and risks discovered during the work to the client. AMB remains bound by applicable statutory duties to warn.
7. AMB may rely on the accuracy of data provided by the client, unless it knows or should reasonably know that such data is incorrect or incomplete. Independent investigation or verification only forms part of the assignment where agreed or where it follows from the nature of the work and AMB's duty of care.
8. General explanations, preliminary suggestions or informal discussions outside the agreed assignment do not constitute a full engineering assessment, performance guarantee or release of the installation. The client must have suitability for its specific situation assessed before making changes on that basis. This provision does not exclude liability for advice actually commissioned or for a breach of AMB's duty of care.

Article 5 Obligations of the client

1. The client provides correct and complete information in good time, including drawings, diagrams, manuals, fault history, process data, previous modifications, safety information and relevant permits.
2. The client ensures accessible workplaces, an authorised point of contact, necessary utilities and the agreed equipment and facilities.
3. As owner, operator or manager, the client remains responsible for operations, required permits, statutory periodic inspections and safe operation, to the extent these tasks have not been expressly assigned to AMB. AMB remains responsible for its own statutory obligations.
4. The client informs AMB in advance of hazardous substances, explosion hazards, ATEX zones, asbestos, biological risks, pressure, temperature and other relevant hazards.
5. The client warrants that it is authorised to have work carried out on the installation and to have settings or software changed.
6. Before software or control work, the client ensures up-to-date and restorable backups, unless making them has been expressly assigned to AMB. AMB agrees foreseeable risks and required backups in advance.
7. To the extent delays or additional work are attributable to the client, AMB charges the additional costs reasonably incurred and time spent at the agreed rates. AMB limits these costs where reasonably possible and informs the client in good time.
8. Where tools, parts or materials of AMB remain at the client's site with the client's consent, the client provides a suitable, dry and lockable storage area and takes reasonable measures against damage, unauthorised use and theft. Where necessary, the parties record which items have been left and who has access. The client compensates damage or loss to the extent resulting from breach of these obligations or conduct attributable to it. Damage caused by AMB or its auxiliaries is not covered by this paragraph.
9. The client maintains appropriate property and business interruption insurance for its installation and operations and discusses in advance with AMB any special insurance or safety conditions affecting the work. The existence or absence of insurance does not in itself change the allocation of liability. AMB remains responsible for its own insurance choices and statutory obligations.

Article 6 Safety and work interruption

1. The parties agree in advance who is responsible for work permits, risk assessments (TRA/LMRA), isolating electrical power, depressurising, gas-freeing, lockout/tagout and releasing the installation.
2. Unless agreed otherwise, the client ensures a safely released installation and an authorised responsible person on site. AMB checks the safety measures relevant to its work and retains its own duty of care.
3. AMB may refuse or interrupt work in the event of a reasonable suspicion of unsafe conditions, missing necessary information, missing permits or breach of statutory regulations.
4. AMB states the reason as soon as possible. Work resumes as soon as the obstacle has been sufficiently removed.
5. Reasonable additional costs of an interruption are borne by the client to the extent the cause is attributable to it. Costs resulting from a failure by AMB are not borne by the client.
6. The client does not have safety devices and protective systems disabled without the necessary risk assessment and authorisation. AMB may refuse a request to do so.

Article 7 Changes and additional work

1. Changes to the scope and additional work requested by the client are additional work, unless already included in the agreed price.
2. AMB warns in advance of a necessary price increase and, where reasonably possible, provides an estimate of the consequences for costs and schedule. Statutory duties to warn continue to apply.
3. Additional work is confirmed in writing in advance as far as possible. The client designates the persons authorised to approve changes on its behalf.
4. Where immediate measures are needed to limit imminent damage or danger, AMB first tries to reach the client. If consultation is not reasonably possible, AMB may take proportionate measures that cannot wait. AMB records the reason, performance and costs and informs the client as soon as possible.
5. In the absence of a price agreement, agreed additional work is charged at the applicable rates communicated in advance or, failing those, at a reasonable price.
6. Reduced work leads to a price reduction for the omitted part, taking into account costs already incurred that could not reasonably be avoided.

Article 8 Rates and additional costs

1. Prices exclude VAT, unless stated otherwise.
2. The quotation or order confirmation states whether a fixed price, time-and-materials or an estimate applies. An estimate is not a fixed price. Statutory rules on indicative prices continue to apply.
3. Unless expressly stated to be included in the price, travel time, mileage, necessary accommodation costs, materials, transport and waste disposal are charged separately in accordance with the quotation or the rate schedule provided before conclusion of the agreement. That schedule forms part of the agreement where the quotation or order confirmation refers to it. For a fixed price, it is agreed in advance which additional costs fall outside that price.
4. Waiting time caused by lack of access, an installation not released, missing facilities or other circumstances attributable to the client is charged at the rate communicated in advance. Surcharges for evening, night, weekend, public holiday and urgent work apply only in accordance with the rate schedule provided in advance or a separate agreement. Unspecified necessary accommodation and transport costs are agreed in advance; where this is not reasonably possible in urgent cases, only reasonable, demonstrable costs are charged and explained as soon as possible.
5. For time-and-materials work, the time actually spent is charged, even if diagnosis does not identify a clear cause or repair is not possible due to circumstances beyond AMB's control, provided AMB has worked carefully and within the assignment.
6. For agreements with a term of more than twelve months, AMB may adjust its rates annually in line with the percentage change in the Dutch CBS consumer price index (all households) for the most recent calendar year available. AMB announces the adjustment in writing at least thirty days in advance. Other rate changes require a written agreement.
7. Under a fixed price, AMB's own labour costs and parts already ordered remain fixed, subject to agreed additional work and applicable statutory rights. For parts yet to be ordered and external services yet to be purchased, AMB may only pass on demonstrable increases in purchase prices, transport costs or government levies arising after conclusion of the agreement, to the extent these increases were not reasonably foreseeable at the time of the quotation and were not caused by AMB. An expressly agreed unconditional fixed total price prevails over this provision.
8. AMB substantiates an increase under paragraph 7 in writing before the relevant order and without any additional mark-up on the increase. The client has ten working days to agree an alternative for the affected part not yet ordered or to terminate that part. In urgent cases the parties agree an appropriate shorter period. On termination, the client pays only for performance already delivered and demonstrable obligations for that part that could not reasonably be avoided. AMB does not charge the announced increase retroactively. To the extent an increase results from delay caused by the client, Article 5 and AMB's statutory rights continue to apply.

Article 9 Scheduling and breakdown services

1. Performance and delivery periods are indicative, unless a strict deadline has been expressly agreed in writing.
2. Scheduling assumes the timely availability of information, access, parts, utilities and any agreed advance payments.
3. AMB informs the client as soon as possible of relevant delays and a revised schedule.
4. If a non-strict deadline is exceeded, the client must give AMB a reasonable period for performance in writing before AMB is in default, except where the law does not require a notice of default.
5. A service contract, telephone number or availability of support does not imply 24/7 availability or any guaranteed response, arrival or repair time. Such obligations only apply if agreed in writing.
6. For agreed response times, the agreement must specify when the period starts, which breakdowns it covers and which exceptions apply.
7. In the event of delay due to lack of access, incorrect information, non-payment, additional work or other circumstances attributable to the client, AMB may adjust the schedule, taking into account commitments already made. AMB communicates a reasonable new period; immediate resumption once the obstacle is removed is not guaranteed. This is without prejudice to expressly agreed response times and applicable statutory rights.

Article 10 Process performance and commissioning

1. Capacity, energy consumption, methane slip, gas and CO₂ quality, purity, yield, availability and grid acceptance are only guaranteed where AMB has expressly accepted them as a guarantee in writing.
2. A guarantee states the measurement method, test duration, measurement uncertainty, operating conditions, input specifications and the consequences of not meeting it.
3. Calculations, forecasts and optimisation advice are based on the agreed assumptions. Deviations in, among other things, gas composition, contamination, flow, pressure, temperature, cooling and facilities may affect the outcome.
4. Commissioning of a component does not automatically imply acceptance of the complete installation. Grid operator, inspection body and offtaker decide independently on acceptance within their powers.
5. Before a performance test, the parties record who operates the installation, who releases the process, which measuring equipment is used and when the test is passed.
6. The client remains responsible for day-to-day process monitoring and response to alarms, unless AMB has expressly accepted this responsibility in writing.

Article 11 Supply of parts

1. Parts must conform to the agreed specifications. The use of reconditioned or used parts is agreed in advance.
2. Unless agreed otherwise, delivery takes place at the agreed location and risk passes upon actual delivery to the client or its designated recipient.
3. Parts supplied by the client and solutions prescribed by the client remain at the client's expense and risk to the extent a defect or damage is attributable to them. AMB warns of unsuitability that it knows or should reasonably know of.
4. Manufacturer's warranties apply in accordance with the manufacturer's terms made available in advance. This does not limit AMB's own contractual obligations.
5. Return of correctly delivered parts requires AMB's prior written consent. Special orders are only taken back with AMB's consent.
6. The client takes delivery of correctly tendered parts and repaired items at the agreed time and provides necessary cooperation with delivery. If no time has been agreed, AMB requests collection in writing within a reasonable period.
7. If the client fails to take delivery without valid reason, AMB may, after written warning, carefully store or have the items stored at the client's expense. Reasonable, demonstrable costs of storage, additional transport and custody are charged separately. If the client is in creditor's default as a result of not taking delivery, risk passes to the extent provided by law. AMB remains obliged to handle the items with care and is responsible for damage attributable to it.
8. Failure to take delivery does not give AMB an automatic right to sell or dispose of the items. AMB may demand payment, performance or termination in accordance with the agreement and the law. For sale or other disposal, AMB follows the applicable statutory procedure.

Article 12 Completion and acceptance

1. AMB notifies when work has been completed and provides relevant work orders or reports.
2. For work capable of acceptance, the client inspects the work within ten working days of the completion notice and either accepts it or states in writing, with reasons, which defects prevent acceptance.
3. If the client does not respond in writing with reasons within the period in paragraph 2, the work is deemed accepted and delivered at the end of that period, provided the completion notice reached the client and the client actually had a reasonable opportunity to inspect. This is without prejudice to the arrangements for hidden defects in Article 13 and mandatory statutory rules on acceptance.
4. Putting the work into use may constitute acceptance to the extent the use justifies that conclusion. Use for an agreed test, emergency operation or damage limitation does not in itself constitute acceptance.
5. Minor defects that do not materially impair safe and normal use do not prevent acceptance. AMB remedies them within a reasonable agreed period.
6. Signing a work order confirms the work, time and materials recorded on it, subject to proof to the contrary. It does not constitute a waiver of rights in respect of defects that were not apparent.

Article 13 Complaints and remedy

1. The client inspects delivered items and performed work as soon as possible, and at the latest within ten working days after they have been delivered or reported as complete and are actually available for inspection. The client carries out the checks that can reasonably be expected given the nature and scope of the performance.
2. Defects that are reasonably apparent during the inspection referred to in paragraph 1 must be reported to AMB in writing within those ten working days, with a clear description. If not reported in time, claims in respect of those defects lapse, except to the extent this conflicts with mandatory law or is unacceptable according to standards of reasonableness and fairness. Defects already reported need not be reported again.
3. Defects that were not apparent on reasonable inspection must be reported in writing within ten working days after the client discovered or should reasonably have discovered the defect. Where the nature of the defect requires investigation to make a sufficiently specific complaint, the client reports the indications immediately and supplements the complaint as soon as possible. If not reported in time, claims in respect of the defect lapse, subject to the same exceptions as in paragraph 2. The notification periods do not apply to hidden defects known to AMB that it has concealed.
4. The client gives AMB the opportunity to investigate and, if AMB is responsible for the defect, to remedy it within a reasonable period.
5. Without this opportunity, the client cannot recover the costs of repair by third parties from AMB, unless immediate measures were reasonably necessary, AMB refused to remedy, or performance fails to follow after a proper notice of default.
6. In the case of a defect attributable to AMB, AMB may choose between proper repair or equivalent replacement, provided the chosen solution is carried out within a reasonable period and the client does not suffer disproportionate disadvantage. AMB may instead propose a proportionate price reduction or refund. To the extent this deviates from its obligation to perform, the client's consent is required. A credit does not constitute release of an unsafe installation. Necessary costs of repairing or replacing a defect attributable to AMB are not charged in addition. Compensation for damage is governed by Article 16.
7. If investigation shows that there is no defect attributable to AMB, reasonable investigation costs may be charged, provided the client was informed in advance of this possibility and the applicable rate.
8. To the extent permitted by law, claims of the client in respect of defects or a failure in performance by AMB become time-barred after one year. For a defect, this period starts on the day after the first written complaint about that defect. For any other failure, the period starts on the day after the client became aware of the failure and of the person liable for it and the claim is due. This provision does not extend any shorter applicable statutory period.
9. Paragraph 8 concerns a limitation period and not a forfeiture period. The statutory rules on interruption, suspension and extension continue to apply. Where AMB investigates or carries out repairs, the period does not end earlier than six months after AMB has stated in writing that the investigation or repair has ended. If AMB expressly accepted a period for repair before the limitation period expired, the period in paragraph 8 does not start before the end of that repair period, unless AMB states in writing at an earlier stage that it will not carry out repairs.
10. The shortened limitation period does not apply to hidden defects known to AMB that it has concealed, damage caused by intent or deliberate recklessness of AMB or its management, claims for death or personal injury, or cases where its application would conflict with mandatory law or be unacceptable according to standards of reasonableness and fairness. Nor does it shorten any expressly agreed additional warranty period; claims in respect of a warranty defect reported within that period are, however, subject to paragraphs 8 and 9, to the extent permitted by law.
11. The client provides reasonable cooperation with investigation and repair, including access to the installation, relevant log data and retention of replaced parts to the extent reasonably necessary. AMB bears its own investigation costs in the case of a defect attributable to it. Unnecessary additional costs caused by refusing cooperation without valid reason are borne by the client, after AMB has informed the client in writing of the consequences and given a reasonable opportunity to cooperate. Statutory consequences for evidence and repair continue to apply.

Article 14 Warranty

1. An additional commercial warranty only exists where agreed in writing. Statutory and contractual obligations to perform properly remain in force.
2. A warranty applies within the specified conditions of use and maintenance instructions.
3. Wear, consumption, contamination, corrosion, incorrect operation, unsuitable process conditions and modifications by third parties are not covered by a warranty to the extent they caused the defect.
4. Repair or replacement does not extend an additional warranty period, unless agreed otherwise in writing.
5. A warranty on a repaired or replaced part does not imply a warranty on the complete installation.

Article 15 Invoicing and payment

1. Invoices must be paid within fourteen days of the invoice date, unless agreed otherwise in writing.
2. AMB may invoice agreed advance and instalment payments and may invoice on an interim basis for longer-running time-and-materials work.
3. If an agreed payment term is exceeded, the client is in default without further notice and owes the statutory commercial interest to the extent it applies by law.
4. The client reimburses reasonable extrajudicial collection costs in accordance with the statutory rules, subject to the applicable statutory minimum. Legal costs are reimbursed to the extent owed by law or awarded by the court.
5. The client may not set off, unless its counterclaim has been acknowledged by AMB or established by a final court decision.
6. A complaint does not suspend payment of the undisputed part. Suspension of the disputed part is only permitted to the extent the law grants this right and the suspension is proportionate.
7. Where there are concrete grounds for doubting the client's ability to pay, AMB may require reasonable security or advance payment for work still to be performed. AMB gives reasons for this request and allows a reasonable period to comply.
8. Objections to invoices, including recorded hours, applied rates, quantities and materials, must be submitted by the client in writing with reasons within fourteen days of receipt of the invoice. Items that could not be assessed on reasonable review must be reported within fourteen days after the client discovered or should reasonably have discovered the objection. If not reported in time, the right to dispute the relevant invoice items lapses, except in the case of obvious errors, missing necessary substantiation, conflict with mandatory law or a result that is unacceptable according to standards of reasonableness and fairness. This provision does not limit the right to complain about defects in the performance in accordance with Article 13. The undisputed part remains payable on time.

Article 16 Liability

1. AMB is only liable for damage resulting from a failure attributable to AMB or another statutory ground of liability, subject to this article.
2. Unless performance is permanently impossible, liability for a failure only arises after the client has given AMB a reasonable period for remedy in writing and AMB continues to fail within that period, except where the law does not require a notice of default.
3. AMB's total liability per event is limited to the amount paid out by its liability insurer for that event, plus the applicable deductible. Events with the same cause or a related series of causes are treated as one event.
4. If no insurance payment is made for an event, total liability is limited to the fee, excluding VAT, for the assignment to which the damage relates, up to a maximum of €25,000. Where a project consists of genuinely independent, separately described and separately priced sub-assignments, the fee for the sub-assignment in which the damage was caused applies. A merely administrative division across work orders or invoices does not turn an assignment into independent sub-assignments. For a continuing agreement, the amount invoiced, excluding VAT, under that agreement in the twelve months preceding the event applies, likewise up to a maximum of €25,000. The same event does not give rise to multiple separate limits.
5. AMB is not liable for consequential loss. This includes in any event loss of profit, loss of revenue, business and production downtime, lost savings, loss of subsidies, trading or emission allowances, contractual penalties owed to third parties, costs of replacement production, and damage due to loss of gas, CO₂ or other process products.
6. Reasonable costs of establishing direct damage and of reasonably preventing or limiting it are not excluded consequential loss. Compensation is subject to the statutory requirements and the limits of this article.
7. Damage due to loss of or damage to data is excluded to the extent recovery would have been possible with the backup the client should have made under Article 5. This exclusion does not apply to non-performance of a backup obligation expressly accepted by AMB.
8. For damage partly caused by the client, incorrect information, inadequate facilities or parts prescribed by the client, the statutory rules on contributory negligence apply.
9. The limitations and exclusions also apply to claims on other legal grounds, to the extent permitted by law.
10. The limitations and exclusions do not apply in the event of intent or deliberate recklessness of AMB itself or its management, to hidden defects known to AMB that it has concealed, to claims for death or personal injury, or to the extent their application would conflict with mandatory law or be unacceptable according to standards of reasonableness and fairness.
11. The client reports damage as soon as possible and takes reasonable measures to prevent further damage and preserve evidence. This provision does not limit any mandatory rights.
12. Persons engaged by AMB in performing the work may invoke against the client the limitations of liability in these terms relevant to them, subject to the exceptions in paragraph 10. This constitutes an irrevocable gratuitous third-party stipulation, which they accept by invoking it.
13. Damage to the installation or parts on which AMB is working, to items entrusted to AMB for investigation or repair, and to adjacent property is not excluded merely because of that circumstance. To the extent AMB is liable for such damage, the limits and exceptions of this article apply. AMB does not accept separate unlimited liability because an item has been entrusted to it.
14. Pre-existing wear, corrosion, material fatigue, contamination and other defects are not for AMB's account to the extent damage results from them and was not caused or aggravated by an act or omission attributable to AMB. AMB remains bound by its duty to investigate within the assignment and applicable duties to warn. Foreseeable risks of dismantling, inspecting or testing aged or fragile parts are discussed in advance; the assignment does not give general permission to cause avoidable damage.

Article 17 Third-party claims

1. The client indemnifies AMB against third-party claims to the extent these result from incorrect information, unsafe conditions, unauthorised use or non-performance of its obligations attributable to the client.
2. The indemnity does not apply to the extent the claim results from an act or omission attributable to AMB for which AMB is liable towards the client.
3. AMB informs the client of a claim in good time and gives the client the opportunity to be involved in the defence. Without the client's consent, AMB does not admit liability on behalf of the client and does not enter into a settlement at the client's expense, unless consent cannot reasonably be awaited.

Article 18 Force majeure

1. Force majeure is an impediment not attributable to AMB within the meaning of the law. This may include fire, natural disasters, war, government measures, exceptional transport disruptions and failure of necessary infrastructure, to the extent AMB could not reasonably prevent or absorb the consequences.
2. Illness, staff shortages, a supplier problem or a cyber incident do not automatically constitute force majeure. The decisive question is whether the impediment, under the law and the specific circumstances, is not attributable to AMB.
3. During force majeure, the affected obligations are suspended. AMB informs the client and makes reasonable efforts to limit the consequences.
4. If the situation lasts longer than sixty days, or it is established that timely performance is permanently impossible, either party may terminate the affected part not yet performed in writing, without compensation due to the force majeure.
5. Performance already properly delivered and independently usable is paid for. Advance payments for performance that will definitively not be delivered are refunded.

Article 19 Retention of title and right of retention

1. Items delivered by AMB remain AMB's property until all claims have been paid for which a retention of title may be stipulated under Article 3:92 of the Dutch Civil Code, including the purchase price and claims for work relating to those items and for failures under such agreements.
2. The client keeps these items with care and, as far as reasonably possible, identifiable. The client may not pledge them or dispose of them outside the normal course of business while the retention of title applies.
3. The client immediately informs AMB of any attachment or third-party claims on these items.
4. In the event of payment default, AMB may demand return to the extent it has remained owner. Recovery takes place with the client's cooperation or through a lawful procedure; this provision gives no right to unauthorised entry or unsafe dismantling.
5. Retention of title lapses to the extent items, by accession, incorporation as a component or another legal cause, can no longer be separately owned by AMB.
6. AMB may suspend the release of an item lawfully in its possession for investigation, repair or other work as long as a sufficiently related due claim against the client remains unpaid, to the extent permitted by law. This right of retention is exercised in accordance with the statutory requirements and the rights of third parties.
7. AMB states in writing which item and which claim it relies on and keeps the item with care. Reasonable necessary storage costs may be charged to the extent permitted by law. Upon sufficient substitute security, the item is released to the extent required by law.
8. The right of retention gives no power to take possession of, dismantle or shut down an installation at the client's site without consent. Nor does it give an independent right to sell the item without the applicable statutory procedure.

Article 20 Suspension and termination

1. AMB may proportionately suspend performance in the event of a payment arrear that is due, failure to provide reasonably requested security or another sufficiently serious failure by the client, to the extent permitted by law.
2. Before termination for a remediable failure, AMB first gives the client a reasonable period for remedy in writing, unless the law does not require a notice of default.
3. In the event of a sufficiently serious failure, AMB may terminate the agreement in whole or in part in accordance with the law. Any claim for damages remains possible.
4. If the client is declared bankrupt, is granted a provisional or definitive suspension of payments, or its business is liquidated, AMB may immediately suspend obligations still to be performed and terminate the agreement for the part not yet performed by written notice, to the extent the applicable law permits. This does not automatically give rise to a claim for damages, which is assessed in accordance with the law and the other provisions of the agreement.
5. AMB coordinates an interruption or departure to the extent necessary to limit reasonably foreseeable acute safety risks. The client remains responsible for safe operation and necessary follow-up.
6. In the event of attachment of a substantial part of the client's assets or demonstrable cessation of business, AMB may require reasonable security for payment and, if this is not provided within a reasonable period, suspend in accordance with paragraph 1. Further termination takes place to the extent the law and the agreement permit.
7. The foregoing provisions are without prejudice to the powers of the trustee and administrator, applicable stay periods and other mandatory insolvency rules. Preparing or offering a restructuring plan under the Dutch WHOA, the appointment of a restructuring expert and acts directly related thereto do not in themselves constitute grounds for suspension or termination.

Article 21 Cancellation and termination by the client

1. The client notifies cancellation or rescheduling in writing as soon as possible.
2. On cancellation of an individual assignment, the client pays for work performed and the obligations entered into by AMB for the assignment that could not reasonably be avoided. These include specially ordered parts, non-cancellable third-party services and demonstrable costs of reserved capacity that could not reasonably be used otherwise. AMB tries to limit these costs and takes into account return options, savings and alternative deployment. If a further termination fee is owed by law, it is calculated in accordance with the applicable statutory rules, without double counting.
3. In the case of a construction or works contract, settlement on termination is determined in accordance with Article 7:764 of the Dutch Civil Code. AMB provides insight into the settlement and the costs saved.
4. In the event of rescheduling within two working days before the planned performance, AMB may charge demonstrable costs and reserved time to the extent it could not reasonably use them elsewhere. AMB takes into account savings and alternative deployment.
5. A fixed-term continuing agreement ends on the agreed end date, unless extension has been agreed. Early termination is only possible in accordance with the agreement or an applicable statutory right.
6. An open-ended continuing agreement may be terminated by either party in writing with three months' notice, unless agreed otherwise. A longer notice period or additional compensation may be required if this follows from the law or reasonableness and fairness.
7. On termination, the parties agree a reasonable handover of available documentation. Additional handover work is paid additional work to the extent it does not already form part of the assignment.

Article 22 Intellectual property and documentation

1. Rights to designs, calculations, reports, software, methods and other materials developed by AMB remain with AMB or the relevant rights holder, unless agreed otherwise in writing.
2. After full payment, the client receives a non-exclusive right of use for the purpose and installation for which the material was supplied. This includes making it available to its own employees, competent supervisory authorities and maintenance parties for proper use and maintenance, subject to appropriate confidentiality.
3. Onward supply, commercial exploitation or use for other installations requires consent, unless this already follows from the agreed purpose.
4. Existing software and third-party materials are subject to the applicable licence terms communicated in advance.
5. Transfer of source code, programming files, complete engineering files and administrator rights is agreed separately. Legally required documentation is always provided.
6. AMB retains its general knowledge and experience but does not use confidential information of the client in breach of Article 23.

Article 23 Confidentiality and personal data

1. The parties treat confidential technical, commercial and business information with care and use it only for performance of the agreement.
2. Confidentiality does not apply to information that is lawfully public, was demonstrably already lawfully known, was independently developed, or was lawfully received from a third party without a duty of confidentiality.
3. Disclosure to involved employees, advisers, insurers and performing third parties is permitted to the extent necessary and subject to appropriate confidentiality. Legally required disclosure remains permitted.
4. Confidentiality continues after termination for as long as the information remains confidential in nature.
5. The parties process personal data in accordance with applicable data protection law. Where AMB acts as a processor, the parties enter into a data processing agreement before such processing.
6. AMB only uses the client's name, logo, photographs and identifiable installation details for publicity with prior consent.

Article 24 Remote support

1. The client provides lawful, secure access and the agreed network facilities. AMB appropriately secures its own means of access and does not share login credentials without authorisation.
2. The client monitors the installation itself, unless monitoring has been expressly assigned to AMB. A router, connection or dashboard does not constitute an automatic assignment for permanent monitoring.
3. Remote changes are made within the assignment and, where necessary, after coordination with an authorised person on site regarding safe performance.
4. AMB may limit or interrupt support if the connection is insufficiently reliable, relevant process information is missing or safe performance cannot be established.
5. For structural access, the parties record who has access, for what purpose it may be used and how it is revoked on termination.

Article 25 Governing law and disputes

1. All agreements are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. The parties first try to resolve a dispute through consultation. This does not prevent urgent measures or the protection of rights.
3. To the extent a choice of forum is legally permitted, disputes are submitted to the competent court of the District Court of Noord-Nederland (the Netherlands). AMB may also submit a dispute to the court that has jurisdiction by law.
4. Mandatorily applicable rules at the place of performance continue to apply, including for work outside the Netherlands.