Terms and conditions

1 TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND SERVICES (“TERMS”)
1. DEFINITIONS
1.1 In these Terms, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holidays in The
Netherlands.
Deliverables: all documents, products and materials developed by the
Supplier or its agents, contractors and employees for Blue Heart Energy as
part of or in relation to the Services in any form or media.
Divested Entity: any entity of the Blue Heart Energy Group that ceases to be
part of the Blue Heart Energy Group for any reason (“divestiture”).
Goods: the goods (if any) set out in the Order.
Intellectual PropertyRights(IPR): patents, copyright and related rights,trade
marks, business names and domain names, rights in get-up, goodwill and
the right to sue for passing off, rights in designs, database rights, rights to
use, and protect the confidentiality of, confidential information (including
know-how or trade secrets), and all other intellectual property rights, in
each case whether registered or unregistered and including all applications
and rights to apply for renewals of such rights and all similar rights which
subsist or will subsist in any country.
Blue Heart Energy: means the Blue Heart Energy entity identified in the
Order.
Blue Heart Energy Group: all entities in which Blue Heart Energy B.V. directly
or indirectly holds or is beneficially entitled to more than 50% of the equity
or possesses more than 50% of the voting power.
Blue Heart Energy Materials: materials, equipment and tools, drawings,
specifications, content, software, and data supplied by or on behalf of Blue
Heart Energy to the Supplier.
Order: Blue Heart Energy’s order for the supply of Goods and/or Services
governed by and incorporating these Terms.
Services: the services (if any), including without limitation any Deliverables,
as set out in the Order.
Supplier: the person or firm from whom Blue Heart Energy purchases the
Goods and/or Services, as set out in the Order.
Supplier IPR: Supplier materials which were not developed for Blue Heart
Energy as part of the Services.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by Blue Heart Energy. Any conduct by the
Supplier consistent with acceptance of the Order will constitute acceptance
by the Supplier of these Terms.
2.2 Except as provided in clause 2.3 below, these Terms apply to the exclusion
of any and all other terms or conditions, including such that the Supplier
seeks to impose or incorporate relating to the provision of the Goods and/or
Services and/or Deliverables.
2.3 To the extent that Blue Heart Energy and the Supplier have expressly agreed
and executed an agreement for the provision of the Goods, Deliverables
and/or Services set out in the Order, such agreement shall prevail over
these Terms.
2.4 The Order and the provision of Goods, Deliverables and/or Services are for
the benefit of Blue Heart Energy and for the Blue Heart Energy Group.
3. SUPPLY OF GOODS
3.1 Blue Heart Energy may reject the Goods if Blue Heart Energy considers
(acting reasonably) that the Goods do not conform or are unlikely to
conform or comply with the Supplier’s warranties in clause 6.1(h), and any
rejected Goods shall be returnable at the Supplier’s risk and expense.
3.2 Title and risk in the Goods will pass to Blue Heart Energy on completion of
delivery, unless payment for the Goods has already been made in which
case title (but not risk) will pass upon payment.
3.3 Supplier agrees that Blue Heart Energy may sell the Goods to thirdparties.
4. OUTSOURCING
4.1 In addition to any other provision contained in the Order, Blue Heart Energy
may permit any third-party service providers to use the Goods, Deliverables
and/or Services for the purpose of such third-party service provider
providing services to the Blue Heart Energy Group. Blue Heart Energy
acknowledges and agrees that such use may only be on behalf of Blue Heart
Energy and/or the Blue Heart Energy Group.
5. SUPPLY OF SERVICES
5.1 The Supplier shall provide the Services to Blue Heart Energy in accordance
with the terms of the Order. The Supplier shall, at no additional cost other
than as expressly set out in the Order:
(a) meet any performance dates for the Services specified in the
Order, included within the Supplier’s proposal or notified to the
Supplier by Blue Heart Energy;
(b) co-operate with Blue Heart Energy in all matters relating to the
Services, and comply with all instructions of Blue Heart Energy;
(c) provide all equipment, tools, materials and such other items as are
required to provide the Services; and
(d) hold all Blue Heart Energy Materials in safe custody at its own risk,
maintain the Blue Heart Energy Materials in good condition until
returned to Blue Heart Energy, and not dispose of or use the Blue
Heart Energy Materials other than in accordance with Blue Heart
Energy’s written instructions or authorisation.
6. WARRANTIES
6.1 The Supplier warrants and represents to Blue Heart Energy that:
(a) it will perform the Services and carry out its obligations under the
Order with the best care, skill and diligence in accordance with
good practice in the Supplier’s industry, profession ortrade;
(b) it will use personnel who are suitably skilled and experienced to
performtasksassigned to them,andinsufficientnumbertoensure
that the Supplier’s obligations are fulfilled in accordance with the
Order;
(c) it will obtain and at all times maintain all necessary licences and
consents, and comply with all applicable laws and regulations;
(d) it will observe all health and safety rules and regulations, site rules
and any other environmental or security requirements and policies
that apply at any of Blue Heart Energy’s premises orin accessing any
Blue Heart Energy systems or data;
(e) no Goods, Services or Deliverables supplied under the Order will
infringe the rights (including Intellectual Property Rights) of any
third party or any applicable laws, or cause Blue Heart Energy or the
Blue Heart Energy Group to infringe such rights or applicable laws;
(f) Deliverables will meet any requirements that were mutually
agreed, or are stated in Supplier’s published documentation, and
representations made by the Supplier;
(g) Goods, Deliverables and Services will be free from defects in
workmanship, installation and design;
(h) the Goods correspond with their description, are of satisfactory
quality, and are free from defects and will remain so for a period of
time consistent with standard manufacturer warranties in that
industry; and
(i) Supplier shall (i) comply with all applicable mandatory safety
standards applicable to the Goods, (ii) ensure that the Goods are
tested based on a reasonable testing program or by accredited
third-party safety testing laboratories as may be required by all
applicable law, (iii) have verification and will certify, to the extent
applicable, that the Goods have met all required regulations and
standards, and (iv) maintain all records of safety testing for the
Goods and make such records available for Blue Heart Energy’s
review on reasonable notice. Supplier further certifies that all
appropriate warnings concerning any potentially hazardous or
dangerous information or uses are included in or on the goods in
accordancewith allapplicable regulations and standards.
6.2 These warrantiesshall apply whether Supplier is a reseller or manufacturer,
and in the event that Supplier is a reseller, the Supplier shall pass through
any and all manufacturer warranties applicable to the Goods in addition to
and without limitation of these warranties.
7. BLUE HEART ENERGY’S REMEDIES
7.1 If the Supplier fails to deliver the Goods, Deliverables and/or perform the
Services by the applicable date, in addition to any other remedies it may
have, Blue Heart Energy may, where Blue Heart Energy has paid in advance
for Services, Deliverables or Goods that have not been provided by the
Supplier, have such sums refunded by the Supplier.
8. BLUE HEART ENERGY’S OBLIGATIONS
8.1 Blue Heart Energy shall:
(a) provide the Supplier with reasonable access at reasonable times to
Blue Heart Energy’s premises for the purpose of providing the
Services during business hours (or such hours as are required for
the provision of the Services and as set out in the Order, if
different), and subject to the Supplier not creating disruption to
Blue Heart Energy’s business and subject to compliance with Blue
Heart Energy policies; and
(b) provide such information as the Supplier may reasonably request
for the provision of the Services and Blue Heart Energy considers
reasonably necessary for the purpose of providing the Services.
9. CHARGES AND PAYMENT
9.1 All charges payable by Blue Heart Energy shall be as set out in the Order
(“Charges”). Unless otherwise specified in the Order, the Charges shall be
inclusive of all costs and expenses of the Supplier in providing the Goods,
Deliverables and Services (including the cost of packaging, insurance and
carriage as well as any travel and subsistence or other expenses, except for
such expenses as were expressly agreed in advance with Blue Heart Energy
and incurred in accordance with Blue Heart Energy policies). Where Services
are provided on a time and materials basis, Suppliershall on request provide
timesheets and breakdowns of time spent. No additional charges shall be
effective unless agreed in writing and signed by Blue Heart Energy.
9.2 Unless otherwise stated to the contrary in the Order, the Supplier shall
submit invoices for payment monthly in arrears and Blue Heart Energy shall
pay undisputed invoiced amounts net 30 days from receipt of a duly
submitted invoice. Invoices must reference the applicable Blue Heart
Energy purchase order number and otherwise comply with any reasonable
guidance provided by Blue Heart Energy.
9.3 Unless expressly stated in the Order, all amounts payable by Blue Heart
Energy under the Order are exclusive of value added tax (VAT), goods and
services tax (GST) or similar tax, including sales, use or withholding or
consumption taxes imposed, claimed, levied or assessed by, or payable to,
any government agency from time to time under the applicable law but
excluding any related penalty, fine or interest thereon (“Indirect Tax”).
9.4 If any Indirect Tax is payable on a supply, transfer or sale made by the
Supplier under or in connection with the Order, Blue Heart Energy shall, on
receipt of a valid tax invoice from the Supplier, pay to the Supplier an
additional amount equal to the Indirect Tax payable by the Supplier in
respect of the supply at the same time as payment is due for the supply of
the relevant Goods or Services. This clause does not apply to the extent that
consideration for the supply is expressed in the Order to be inclusive of
Indirect Tax.
9.5 Blue Heart Energy may at any time set off any liability of the Supplier to Blue
Heart Energy against any liability of Blue Heart Energy to the Supplier,
whether or not eitherliability arises under the Order.
9.6 If a party fails to make any payment due to the other party under the Order
by the due date for payment, then the defaulting party shall pay interest on
the overdue amount at the rate of 0,5% per month rate from time to time.
Such interest shall accrue on a daily basis from the due date until the date
of actual payment of the overdue amount, whether before or after
judgment. The defaulting party shall pay the interest together with the
overdue amount. This clause shall not apply to payments that the defaulting
party disputes in goodfaith.
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10. INTELLECTUAL PROPERTY RIGHTS
10.1 Subject to clause 10.2, the Supplier assigns to Blue Heart Energy, with full
title guarantee and free from all third-party rights, all Intellectual Property
Rights in the Deliverables, and shall obtain waivers of all moral rights in the
Deliverables to which any individual is now or may be at any future time
entitled.
10.2 The Supplier shall not assign to Blue Heart Energy any Intellectual Property
Rights in any SupplierIPR. The Supplier grants Blue Heart Energy and theBlue
Heart Energy Group (which includes their agents, subcontractors and
outsourcers) a non-exclusive, perpetual, irrevocable, worldwide,
transferable, royalty-free licence to use the Supplier IPR.
10.3 In the event that Blue Heart Energy procures the Services and Deliverables
for use as part of a product or service that Blue Heart Energy sells or
otherwise makes available to its customers or end users in the course of its
business, and except as otherwise expressly set out in the Order, the
Supplier shall grant Blue Heart Energy and the Blue Heart Energy group a
non-exclusive, perpetual irrevocable worldwide, transferable, royalty-free
licence to any Supplier IPR that is combined with the Deliverables: to
publish, reproduce, modify, adapt, decompile, translate, customise,register
any rightsin Blue Heart Energy’s name,sell,sub-licence, in all languages and
in all formats and media now known or created in the future, combine or
use with other Blue Heart Energy or third-party materials and otherwise use
and exploit the Supplier IPR throughout theworld.
10.4 The Supplier shall, promptly at Blue Heart Energy’s request, do (or procure
to be done) all such further acts and things and the execution of all such
other documents as Blue Heart Energy may from time to time require for
the purpose of securing for Blue Heart Energy the full benefit of the Order,
including all right, title and interestin and to the Intellectual Property Rights
granted to Blue Heart Energy in accordance with this clause 10.1.
10.5 All Blue Heart Energy Materials are the exclusive property of Blue Heart
Energy. Nothing in these Terms shall be construed as conferring upon the
Supplier any licence, right, title, ownership or other interest in any
Intellectual Property Rights owned by Blue Heart Energy.
11. LIMITATION AND INDEMNITY
11.1 Nothing in the Order restricts or excludes either party’s liability for: (a)
death or personal injury caused by that party’s negligence; (b) fraud or
fraudulent misrepresentation; or (c) any other liability which cannot be
excluded or restricted by law.
11.2 Save for the indemnities in clause 11.5, and subject to clauses 11.1, and
11.6 and the remainder of this clause 11.2, neither party shall be liable to
the other or to any third party, whether in contract, tort (including
negligence), under any statute or otherwise, for or in respect of any indirect
or consequential loss howsoever arising. Nothing in this clause 11.2 shall
preclude Blue Heart Energy from recovering: (i) wasted management time
and expenses and re-procurement costs incurred; (ii) its costs and losses in
relation to any data loss or corruption; (iii) any sumsrelated to any penalties
and fines imposed by any regulator and any associated investigations or
remedial actions required; (iv) any claims, damages, losses, expenses and
costs (including legal costs) awarded against, or incurred or paid by, Blue
Heart Energy as a result of or in connection with a matter indemnified under
clause 11.5.
11.3 Subject to clauses 11.1 and 11.2, and to the maximum extent permitted by
law, the total aggregate liability of Blue Heart Energy and the Blue Heart
EnergyGroup,whether incontract,tort(includingnegligence), understatute
or otherwise under or in connection with the Order or the receipt of the
Goods or Services is limited to an amount equal to the Charges paid or
payable by Blue Heart Energy under the Order.
11.4 Save for the indemnities in clause 11.5, and breaches of clauses 13
(Confidentiality) and/or 14 (Blue Heart Energy Policies) (for which the
Supplier’s liability remains uncapped), and subject to clauses 11.1, 11.2,
11.6 and to themaximumextentpermittedby law,the liability ofthe Supplier
per claim, whether in contract, tort (including negligence), under statute or
otherwise under or in connection with the Order or the provision of Goods
or Services is limited to an amount equal to 200% of the Charges paid or
payable by Blue Heart Energy under the Order.
11.5 The Suppliershall keep Blue Heart Energy and the Blue Heart Energy Group
indemnified against all liabilities, costs, expenses, damages and losses
incurred by Blue Heart Energy or the Blue Heart Energy Group as a result of
or in connectionwith:
(a) any claim made against Blue Heart Energy or the Blue
Heart Energy Group for actual or alleged infringement of
a third party’s Intellectual Property Rights arising out of, or
in connection with, the manufacture, supply or use of the
Goods, or receipt, use or supply of the Services and
Deliverables;
(b) any claim made against Blue Heart Energy or the Blue
Heart Energy Group by a third party for damage to
property arising out of, or in connection with, defects in
the Goods or Services, to the extent that the defects in the
Goods or Services are attributable to acts or omissions of
the Supplier, its employees, agents orsubcontractors;
(c) a breach by the Supplier of any applicable law; and
(d) any claim made against Blue Heart Energy or the Blue
Heart Energy Group by a third party arising out of or in
connection with the supply of the Goods, or Services, to
the extent that such claim arises out of the negligent
performance of the Order by the Supplier, its employees,
agents orsubcontractors.
11.6 This clause 11 shall survive termination of the Order.
12. INSURANCE
12.1 Supplier agrees to provide and maintain, at Supplier’s own cost and at all
times during the term of the Order such insurance cover as set out below.
The Supplier shall maintain such insurance in force with a reputable and
solvent insurance company, sufficient to cover all the liabilities to which it
may be subject in relation to the Order (including those arising under or in
relation to acts or omissions of its subcontractors or others acting on the
Supplier’s behalf), and shall, at Blue Heart Energy’s request, produce
evidence of the insurance containing sufficient information to allow Blue
Heart Energy to determine compliance. Any claims-made insurance policies
shall remain in place for a least two years following the end of the term of
the Order. Supplier shall maintain the following policies and amounts of
cover:
(a) Employer’s liability Euro 1,000,000 (one millioneuros);
(b) Public and product liability Euro 1,000,000 (one million
euros) for each cover type per occurrence. Such insurance
shall include an indemnity to others provision in favour of
Blue Heart Energy; and
(c) (If applicable) Professional Indemnity – Euro1,000,000
(one million euros) per claim.
13. CONFIDENTIALITY
13.1 A receiving party shall keep in strict confidence all technical or commercial
know-how, specifications, inventions, operations, strategies, methods,
know-how, developments, designs, trade secrets, technology, software;
deliverables, the output of any Services; Blue Heart Energy’s data, processes
or initiatives which are of a confidential nature and have been disclosed to
it by or on behalf of the disclosing party, its employees, agents or
subcontractors, and any other confidential information concerning the
disclosing party’s business, its products and services which the receiving
party may obtain. The receiving party shall only disclose such confidential
information to those of its (or the Blue Heart Energy Group’s) employees,
agents and subcontractors who need to know it for the purpose of
discharging its obligations under the Order or for receiving the benefit of
the Services and shall cause such employees, agents and subcontractors to
comply with the obligationsset outin this clause asthough theywere a party
to the Order.
13.2 The provisions in clause 13.1 shall not apply to any informationwhich:
(a) is or becomes part of the public domain through no act or
omission of the receiving party;
(b) was in the receiving party’s lawful possession prior to
initial disclosure by the disclosing party;
(c) is lawfully disclosed to the receiving party by a third party
without any restriction on disclosure;
(d) isindependently developed by the receiving party without
reference to any information of a confidential nature
belonging to the disclosing party; or
(e) is properly disclosed pursuant to a statutory obligation,
the order of a court of competent jurisdiction or that of a
competent regulated body (provided that reasonable
prior notice of such disclose has been given where
permitted by law).
13.3 This clause 13 shall survive termination of the Order.
14. BLUE HEART ENERGY POLICIES
14.1 The Supplier and the Goods, Services and Deliverables shall complywith:
Blue Heart Energy policies, standards or guidelines that Blue Heart Energy
may bring to the Supplier’s notice and as may be amended and made
available to the Supplier from time to time.
14.2 The Supplier warrants that its business, and that of its sub-contractors and
suppliers, is free from slavery, servitude, forced or compulsory labour and
human trafficking as defined by the Modern Slavery Act 2015.
14.3 Blue Heart Energy (or their designated auditors) will be entitled to audit the
Supplier during the term of the Order for compliancewith these Terms. Blue
Heart Energy shall only do so providing they have given reasonable prior
notice and will endeavourto limitthe disruption to the Supplier. The Supplier
shall provide all reasonable assistance that Blue Heart Energy (or their
designated auditors)require to conduct such an audit.
15. TERMINATION
15.1 Either party may terminate the Order by giving written notice to the other
if the other party commits a material breach of the terms of the Order and
(if such a breach is remediable) fails to remedy that breach within 30 days
of receipt of notice in writing to do so.
15.2 Blue Heart Energy may terminate the Order without any further liability
(other than to pay undisputed amounts due for Goods or Services delivered
prior to termination taking effect), in whole or in part at any time by giving
the Supplier no less than 10 days’ written notice.
15.3 Either party may terminate the Order by giving written notice to the other
party if that other party: (a) becomes unable to pay its debts; (b) entersinto
liquidation (except for the purposes of a solvent amalgamation or
reconstruction); (c) makes an arrangement with its creditors; (d) has a
receiver, administrator or administrative receiver appointed over all or any
of its assets; (e) ceases or threatensto cease trading or is dissolved; (f) takes
or suffers to be taken any similar action in consequence of a debt; or (g) is
subject to any procedure equivalent to any of the preceding matters in any
other jurisdiction.
15.4 Where a party terminates the Order in respect of the supply of one or more
(but not all) of the Goods or Services, the Order shall continue in respect of
any remaining supply of Goods, Deliverables or Services.
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15.5 Termination of the Order shall not affect any of the parties’ rights and
remedies that have accrued as attermination.
15.6 Clauses which expressly or by implication survive termination of the Order
shall continue in full force and effect.
16. CONSEQUENCES OF TERMINATION
16.1 On termination of the Order for any reason, the Supplier shall promptly
deliver to Blue Heart Energy all Deliverables whether or not then complete,
and return in industry standard format, or at Blue Heart Energy’s option,
destroy all Blue Heart Energy Materials, Blue Heart Energy Confidential
Information and all Blue Heart Energy data. Ifthe Supplierfailsto do so,then
Blue Heart Energy may enterthe Supplier’s premises and take possession of
them. Until they have been returned or delivered, the Supplier shall be
solely responsible for their safe keeping and will not use them for any
purpose not connected with the Order.
17. FORCE MAJEURE
17.1 Neither party shall be in breach of the Order nor liable for delay in
performing, or failure to perform, any of its obligations under it if such a
delay or failure results from an event, circumstances or cause beyond its
reasonable control, including governmental regulations, fire, flood, or any
disaster or an industrial dispute affecting a third party for which a substitute
third party is not reasonably available and which event could not have been
prevented or mitigated by industry standard disaster recovery or business
continuity plans (“Force Majeure Event”). If either party becomes aware of
circumstances of Force Majeure which are likely to give rise to any such
delay or failure on its part itshall notify the other party and inform the other
party of the period which it is estimated that such failure or delay shall
continue.
17.2 If a Force Majeure Event prevents, hinders or delays the Supplier’s
performance of its obligations for a continuous period of more than 30
Business Days, Blue Heart Energy may terminate the Order immediately by
giving written notice to the Supplier. The Supplier shall use all reasonable
endeavours to mitigate the effect of a Force Majeure Event on the
performance of its obligations.
18. GENERAL
18.1 Assignment.
(a) Blue Heart Energy may at any time novate, and in whole
or in part, assign, transfer, mortgage, charge, subcontract
or deal in any other manner with all or any of its rights or
obligations under the Order.
(b) The Supplier may not novate, assign, transfer, mortgage,
charge, subcontract, declare a trust over or deal in any
other manner with all or any of its rights or obligations
under the Order without the prior written consent of Blue
Heart Energy.
18.2 Subcontracting. Where Blue Heart Energy consents to a subcontract under
clause 18.1(b), such consent will not relieve the Supplier of its obligations
to Blue Heart Energy and the Supplier shall be fully responsible to Blue Heart
Energy for the acts or omissions of itssubcontractors.
18.3 Notices. Any notice or other communications required or permitted to be
given under the Order shall be in writing and shall be delivered or
transmitted to the intended recipient’s address as specified in the Order or
such other address as either party may notify to the other from time to time
in accordance with this clause. Any notice shall be treated as having been
served: (a) on delivery, if delivered by hand; (b) at 9.00am on the second
Business Day after posting, if sent by pre-paid first class post or other next
working day delivery service; (c) at the date and time that the courier’s
delivery receipt is signed, if delivered by commercial courier; or (d) at
9.00am on the next Business Day after transmission, if sent by e-mail. The
provisions of this clause shall not apply to the service of any proceedings or
other documents in any legal action.
18.4 Publicity. Supplier agrees that it will not directly or indirectly, without the
prior written consent of Blue Heart Energy, issue a press release related to
Blue Heart Energy or any of the Blue Heart Energy Group or use for the
purposes of advertising, promotion, or publicity, or otherwise, the name of
Blue Heart Energy or any of its divisions, or those of any part of the Blue
Heart Energy Group, or any trademarks, trade names, service marks,
symbols or any abbreviation thereof, of Blue Heart Energy or of any of its
divisions, of those of any part of the Blue Heart Energy Group.
18.5 Severance. If any provision or part-provision of the Order is or becomes
invalid, illegal or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision shall
be deemed deleted. Any modification or deletion underthis clause shall not
affect the validity and enforceability of the rest of the Order.
18.6 Rights and remedies. The rights and remedies provided under the Order are
in addition to, and not exclusive of, any rights or remedies provided by law.
18.7 Waiver. A waiver of any right or remedy under the Order or by law is only
effective if given in writing and shall not be deemed a waiver of any
subsequent breach or default. No failure or delay by a party to exercise any
right or remedy provided underthe Order or by law shall constitute a waiver
of that or any other right or remedy, nor shall it prevent or restrict the
further exercise of that or any other right or remedy. No single or partial
exercise ofsuch right or remedy shall prevent orrestrict the further exercise
of that or any other right or remedy.
18.8 No partnership or agency. Nothing in the Order is intended to, or shall be
deemed to, establish any partnership or joint venture between the parties,
nor constitute a relationship of employment, or either party the agent of
the other for any purpose. Neither party shall have authority to act as agent
for, or to bind, the other party in anyway.
18.9 Third parties. A person who is not a party to the Order shall not have any
rights to enforce its terms.
18.10 Variation. Except as set out in these Terms, no variation of the Order,
including the introduction of any additional terms and conditions, shall be
effective unless it is agreed in writing and signed by Blue Heart Energy.
18.11 Governing law and jurisdiction. The Order, and any dispute or claim arising
out of or in connection with it, shall be governed by, and construed in
accordance with the law of The Netherlands. Each party irrevocably agrees
that the court of Alkmaar in The Netherlands shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with
the Order or its subject matter or formation (including non-contractual
disputes or claims).
Blue Heart Energy B.V.
Chamber of Commerce No. 66754607
Date: 9 March 2021
Version 1.0