General Terms of Sale

  1. Definitions and applicability

1.1. InnoEnergy: KIC InnoEnergy S.E.,

Incorporated and registered in The Netherlands with company number KVK 51418886

Registered office:  Eindhoven

VAT number: 8500.04.287.B.01

E-mail: info@innoenergy.com

Telephone number: +31 40 247 31 82

1.2.Agreement: every agreement between the Parties with the intent that InnoEnergy supplies a Report to Customer.

1.3. Customer: the legal entity or natural person acting in business that enters into an Agreement with InnoEnergy as an end user, by placing an electronic order on the Online Order Shop.

1.4. Online Order Shop: the web shop(s) of and/or used by InnoEnergy for the online offering and sale of Reports within the European Union.

1.5. Party or Parties: InnoEnergy and/or the Customer, as applicable.

1.6. Report: the digital content of a Top 10 innovators report to be downloaded in the Online Order Shop offered by InnoEnergy.

1.7. These general terms and conditions are available at the Online Order Shop.

1.8. InnoEnergy is entitled to amend these general terms and conditions from time to time. The Customer is bound by the conditions that applied when the Customer placed the order.

  1. Offers

2.1. Offers of Reports and their prices are valid only as long as they are visible and under the conditions mentioned on the Online Order Shop.

2.2. Obvious errors or mistakes in the Offer are not binding for InnoEnergy.

  1. Orders

3.1. Customer can place an order via the Online Order Shop.

3.2. InnoEnergy will only be bound to an order once it has electronically confirmed the receipt by InnoEnergy of the electronic acceptance by Customer of the online offer of InnoEnergy on the Online Order Shop.

3.3. Upon receipt of the order from the Customer, InnoEnergy will send the order confirmation to the Customer by e-mail.

  1. Prices

4.1. The prices stated in the online offer of InnoEnergy are exclusive of VAT, taxes and delivery costs, including transport costs, unless explicitly stated otherwise.

4.2. The total price of a Report, excluding VAT and delivery costs, if applicable, are indicated on the Online Order Shop before the Customer places an order.

4.3. InnoEnergy reserves the right to change its prices at any time.

  1. Use of Reports

5.1. Customer may only use the Reports as end-user and may not duplicate the Report and/or distribute or sell such copies of the Reports, without the prior written consent of InnoEnergy.

5.2. In order to prevent sales to dealers, InnoEnergy will not sell more than 1 unit of a Report to an individual end user.

  1. Performance of the contract

6.1. All obligations entered into by InnoEnergy are obligations to use its best efforts, not obligations to achieve a result.

  1. Cancellation or modification

7.1. All requests for cancellations or modifications of the order must be made before InnoEnergy delivers the Report and must be the subject of a written request from the Customer to InnoEnergy. InnoEnergy can only be bound by changes or additions to, an expansion of and/or deviation from any Agreement if they are accepted and confirmed by InnoEnergy in writing. Such changes, additions, expansions and/or deviations shall only be valid in respect of the specific contract in which they have been agreed upon. InnoEnergy reserves the right to accept or refuse the cancellation or modification request upon its own discretion.

  1. Delivery

8.1. Customer bears the risk of the sold Reports from delivery onwards.

8.2 Unless agreed otherwise in writing, delivery takes place electronically by granting access to the Report via the Online Order Shop and/or e-mail address that the Customer has provided to InnoEnergy via the Online Order Shop and shall be made promptly, no later than 24 hours, after the conclusion of the online Agreement and receipt of payment, by providing the Customer the possibility to electronically access and download the Report on the Online Order Shop and save the Report and/or sending Customer the Report electronically;

8.3. Delivery shall be deemed to have taken place at and from the date that Customer can access and download the Report (and as mentioned in the logfile of the Online Order Shop or moment that InnoEnergy receives an electronic message of succesful download and/or delivery on dispatch by e-mail).

8.4. Unless agreed otherwise in writing, delivery or the agreed delivery time shall commence after receipt by InnoEnergy of the payment for the ordered Report(s).

8.5. If InnoEnergy does not deliver the sold Report(s) to Customer within the agreed delivery period, Customer must give InnoEnergy written notice of default and grant a further period of no less than 7 days to deliver the sold Report(s).

8.6. Failure by InnoEnergy to deliver or meet the agreed delivery period does not constitute a breach of contract on the part of InnoEnergy, does not entitle Customer to claim compensation for damage or loss and does not entitle Customer to suspend its obligations under the Agreement. Customer may only rescind the Agreement if and in so far as Customer has given InnoEnergy the opportunity to yet make the delivery within a reasonable time (and as mentioned in Article 5) and InnoEnergy has failed to do this. Even in the latter case, InnoEnergy will not be liable to compensation.

  1. Retention of Title

9.1. InnoEnergy retains ownership of the Reports supplied to Customer until Customer has paid all claims of InnoEnergy against Customer in relation to delivered Reports and ordered Reportst in full, including claims because of any failure by Customer to comply with any contractual obligation towards InnoEnergy.

  1. Payment

10.1. Unless agreed otherwise in writing, Customer must pay all orders upfront (prepayment).

10.2. Payment must be done by Customer in the manner described on the Online Order Shop and via the available payment method on the Online Order Shop. Customer is required to pay the purchase price by payment of the amount owed to the bank account indicated by InnoEnergy, stating the payment references indicated by InnoEnergy.

10.3. In case of non-payment, the following rights, amongst others, accrue to InnoEnergy, without InnoEnergy having to send a prior notice of default to Customer:

  • hold back the Reports ordered by Customer;
  • rescind the Agreement.

10.4. The Customer shall pay all amounts due to InnoEnergy in Euros, unless explicitly stated otherwise.

10.5. Customer is not entitled to suspend its payment obligation or rely on setoff, save for with InnoEnergy’s prior written consent.

10.6. InnoEnergy is entitled to set off all claims with a monetary value that Customer has against InnoEnergy with claims that InnoEnergy or all enterprises affiliated in any way with InnoEnergy have against Customer. If Customer is part of a group of enterprises in any way, ‘Customer’ is taken to refer to all enterprises belonging to that group in any way.

10.7. Customer hereby gives InnoEnergy prior consent to transfer or pledge the claims that InnoEnergy has against Customer.

  1. Complaints

11.1.  The Reports will, subject to this Article, be supplied to Customer without the right to return.

11.2. The delivered Reports are in conformity with the Agreement if the Reports have the characteristics stated in the order and the characteristics necessary for normal use.

11.3. As soon as Customer retains the Reports purchased, Customer must check whether the Reports supplied conform to the agreed specifications/characteristics. If the Reports supplied do not conform to the agreed specifications/characteristics, Customer can require InnoEnergy to proceed to deliver the missing Reports or to replace the Report(s) supplied free of charge. All other right and remedies mentioned in the Dutch law (in case of delivery of a non-conform Report, e.g. (partially) rescind the order/ Agreement, file a claim for damages etc.) are herewith excluded.

11.4. Customer can no longer invoke the delivered Reports’ non-conformity with the contract if it does not notify InnoEnergy thereof within 24 hours of delivery for deviations/defects that are discovered or should have been discovered at/after delivery.

11.5. Causes of action and defences, based on facts that would justify the assertion that the delivered Reports do not conform to the contract, lapse one year after delivery.

11.6. Complaints may be addressed to InnoEnergy at the contact details listed above.

  1. Liability

12.1. In the event that InnoEnergy is liable vis-à-vis Customer and has to compensate Customer’s damage on that basis, the limitation of liability set out in this Article will apply, regardless of the basis for the liability. The Parties agree that, in view of the nature of their legal relationship, the financial capacity of both Parties and the price of the Report(s) supplied, awarding full damages would lead to evidently unacceptable consequences. The limitation of liability set out in this Article will only be inapplicable if the damage results from the wilful intent or deliberate recklessness of InnoEnergy or of individuals charged with the management of its company.

12.2. InnoEnergy’s liability will be capped at/limited to the purchase price actually received by InnoEnergy (excluding VAT) in respect of the supplied Reports that caused the damage.

12.3. Customer hereby waives its right to claim for damages in excess of what is mentioned in section 12.2 above.

  1. Force Majeure

13.1. InnoEnergy will not be liable for losses suffered or incurred by the Customer and arising out of or in connection with the non-compliance or delay in compliance of any obligations resulting from a case of force majeure or any other events which are not under the reasonable control of InnoEnergy. "Force majeure" is understood as being an act or event beyond the reasonable control of a Party, its agents or contractors, affecting the performance by such Party of its obligations under the Contract, including, without limitation, electronic failures or malfunctions, accident or breakdown of plant or machinery, failure by a utility provider (including electricity, gas, network or telecom provider) to provide services and any actions or omissions of third parties beyond reasonable control of a Party.

  1. Intellectual property rights

14.1. All intellectual property rights of and with respect to (the content of) the Report, samples, documents and any other materials provided by InnoEnergy to Customer belong and shall belong to InnoEnergy or its licensors.

14.2. InnoEnergy does not guarantee or warrant that (the content of) the Report is not infringing on any third party’s intellectual property rights or moral right worldwide.

14.3. Customer has the right to use (the content) of the Report based on the principle of exhaustion of intellectual property rights. The Agreement does not entail a grant of the right to use (the content of) the Report beyond the scope of exhaustion. Amongst others, Customer is not permitted to exploit, make publicly availabe, publish, reproduce, copy, modify, decompile, disassemble or reverse engineer (the content of) the Reports in full or in part, unless permitted by law.

14.4. Customer acknowledges that it shall not infringe on any intellectual property right vested in the (content of) the Report and shall not do, or omit to do, anything in its use of the intellectual property rights of InnoEnergy and its licensors that could adversely affect their validity, distinctiveness, reputation, and/or the goodwill and (brand) image of InnoEnergy and its licensors.

  1. Privacy

15.1. If Customer provides to InnoEnergy personal data (of its personell), InnoEnergy qualifies as a controller as defined in the General Data Protection Regulation (GDPR). InnoEnergy shall provide Customer with a Privacy Policy and Customer guarantees that it shall provide the applicable Privacy Policy to the relevant data subjects.

15.2. If Customer provides personal data to InnoEnergy, Customer agrees to provide accurate, current and complete information about such personal data and Customer agrees to maintain and update such information as appropriate.

  1. Applicable law and forum

16.1. The Parties elect that Dutch law will govern the legal relationship(s) existing between them, including the Agreement (and its existence and validity) and any (further) contracts for the supply of Reports by InnoEnergy concluded between the Parties (and their existence and validity).

16.2. The Parties hereby designate the District Court of Amsterdam, The Netherlands on an exclusive basis to take cognisance of disputes that have arisen or will arise in connection with the Agreement (and its existence and validity) and any (further) contracts for the supply of Reports by InnoEnergy concluded between the Parties (and their existence and validity).

January 2019