GENERAL TERMS AND CONDITIONS STRAIN 2 DATA BV
Scope, acquaintance and acceptance
These terms and conditions, which do not contain style clauses, including the special terms and conditions stated or referred to on our documents such as Quotations, order confirmations, delivery notes, work orders, are, unless explicitly deviated from in writing, applicable to the agreement between STRAIN 2 DATA BVBA and its client co-contractor, either as buyer or as client of services and works (hereafter in all cases called the " Buying Client" or B.C.) and this retroactively as soon as they have been notified to the B.C. at least once, at any time and in any form whatsoever.
They shall be considered as having been formally and explicitly accepted by the B.C. They shall apply to the exclusion of the B.C.'s own general terms and conditions (even if these terms and conditions conflict with the B.C.'s general or special terms and conditions), even if they are more recent. The special terms and conditions relating to the work to be carried out, which were included in the offer, shall in any case remain applicable, unless they are explicitly deviated from.
The fact that a specific agreement deviates from one of the provisions of these general terms and conditions does not exclude the application of the remaining provisions.
By entering into the agreement, the B.C. has confirmed that it is aware of and agrees to these general terms and conditions and that it accepts that they comply with all applicable mandatory provisions and with fundamental rights.
If one or more of these terms and conditions would be definitively declared unenforceable or null and void, this will not affect the other provisions and the relevant unenforceable and/or null and void provision or its interpretation will be replaced by a provision which, within the legal limits, achieves the same or similar but legally acceptable effect as the unenforceable or null and void provision.
The titles of the articles of these general terms and conditions are purely indicative.
Quotations and agreements
The offer shall only be valid for a period of 30 calendar days, unless another period is expressly provided for or unless it is revoked by STRAIN 2 DATA prior to acceptance by the B.C.. STRAIN 2 DATA may only be bound by its offer if the B.C.'s order reaches it during the aforementioned period. The prices indicated in the offer shall only be valid subject to a complete order, including all the works and materials provided for in the offer.
Orders placed by the B.C. are irrevocable. Not only by signing for approval of (a copy of) the offer or quotation, but also by any other statement based on the B.C. whereby the offer or quotation of STRAIN 2 DATA is accepted without reservation, the B.C. commits itself definitively.
The order shall only be binding on STRAIN 2 DATA by its written confirmation, by express agreement or by performance. Upon confirmation, the B.C. shall go through these and inform STRAIN 2 DATA immediately of any inaccuracies. If any non-conformity has not been notified within three days of the date of the confirmation, the confirmation shall be irrefutably presumed to be identical to the B.C.'s order and the agreement shall thus be deemed to have been concluded at STRAIN 2 DATA's registered office.
Specifications and price offers not accepted shall be considered as information. STRAIN 2 DATA. shall never be liable for any damage or loss resulting from material errors, mistakes, printing errors, etc. in the documents emanating from STRAIN 2 DATA. In case of contradictions in the documents based on STRAIN 2 DATA., the B.C. STRAIN 2 DATA. shall inform the B.C. STRAIN 2 DATA. In any event, STRAIN 2 DATA shall be entitled to correct them.
All designs, plans, documents, sketches, drawings, samples and the like, drawn up or adapted by STRAIN 2 DATA, are and remain the property of STRAIN 2 DATA, and are protected by intellectual property rights unless they have been expressly purchased by the B.C. of STRAIN 2 DATA. When they are handed over to the B.C., they may not be abused by the B.C., nor by third parties, among other things, by using them for other purposes. The B.C. shall be liable for any possible misuse. In case of refusal to return or in case of abuse by third parties or by the B.C., the compensation will be fixed at 10.000,00 euro, without prejudice to the right to prove the higher damage.
Offers will be based on the information provided by the B.C.. At the first request of STRAIN 2 DATA, all documents and information useful for the preparation of an offer shall be submitted by the B.C.. The B.C. guarantees the correctness, completeness and reliability of the information provided by it, even if it originates from third parties. STRAIN 2 DATA shall not bear any responsibility for errors or defects in the works resulting from errors or inaccuracies in the information provided by the B.C.. Costs resulting from errors or adaptations due to erroneous or insufficient information as well as adaptations of the presumed quantities and materials after execution of the works shall be borne exclusively by the B.C. and will be charged to the B.C. STRAIN 2 DATA hereby reserves the right to adjust the price according to market conditions, taking into account, among other things, the quantities actually required. In the absence of (sufficient) information, STRAIN 2 DATA may unilaterally complete the offer on the basis of the description of the works. Lack of response from the B.C. within 7 calendar days after receipt of the offer shall be considered as acceptance, so that errors or adjustments are the sole responsibility of the B.C.
STRAIN 2 DATA can only guarantee the conformity of the material to the specific final destination of the works to be carried out and/or special or additional requirements if these requirements have been expressly and unambiguously communicated to STRAIN 2 DATA in writing by the B.C. prior to the acceptance of the order by STRAIN 2 DATA.
Any change made by the B.C. to the original order after the quotation by STRAIN 2 DATA. shall only take place with the express consent of STRAIN 2 DATA to the changed conditions. A rejection by STRAIN 2 DATA of the proposed change does not affect the original agreement.
STRAIN 2 DATA is entitled to unilaterally make changes to the material it proposes, even after the order has been placed, provided that the other material has equally adequate properties or is in accordance with the needs of the B.C. as formulated in the order form.
Orders shall be accepted by STRAIN 2 DATA under the suspensive condition that the goods ordered can be obtained on its usual terms and conditions within the usual deadlines.
Where payment of an advance is prescribed in the offer, STRAIN 2 DATA shall only be bound to commence execution after full payment thereof. The execution period shall commence on the day following receipt of payment by STRAIN 2 DATA.
Any advance payment received as a result of the order is definitively acquired by STRAIN 2 DATA. In any event, STRAIN 2 DATA may offset the advance against any claim it may have against the B.C.
The prices mentioned in the documents based on STRAIN 2 DATA are exclusive of VAT, unless expressly stated otherwise. The VAT will be invoiced in the invoice and will be borne by the B.C. Should STRAIN 2 DATA apply an erroneous VAT rate, it can always correct this and the B.C. accepts all consequences, including but not limited to the financial, fiscal and administrative consequences.
The prices have also been drawn up on the basis of data communicated to STRAIN 2 DATA by the B.C. The B.C. will only be responsible for all consequences, including but not limited to the financial, fiscal and administrative consequences, if the invoicing was made on the basis of incorrect information provided by the B.C..
Specifications and offers are based on the values of wages, taxes and cost price of materials applicable at the time of their preparation. If these are changed, STRAIN 2 DATA reserves the right to adjust the prices up to the time of invoicing in accordance with the price revision clause below:
P = p(a(s/S) + b ( i/I) +c )
In this formula the parameters mean:
P= adjusted amount
p = fixed amount on the basis of the building contract
a = the percentage of labour wages in the total construction sum in this case 5% ( max. 50 %)
s = indicator of wages and salaries at the date of the statement of claim
S = designator of wages at the date of the works contract
b = the percentage of the material cost in the total construction sum, 10 % ( max. 40 %)
i = pointer of the materials at the date of the claim form
I = designation of the materials at the date of the building contract
C = the percentage of the building sum that is not revised, 20 % ( 20 % is the legal minimum)
Additional works (including unforeseen but necessary additional works), i.e. works carried out on top of the previously determined order, as well as any change or modification to the original offer made at the request of the B.C. shall be carried out, unless otherwise agreed, at the agreed or, in the absence thereof, the (hourly) rate and unit prices applicable at that time. The B.C. declares to have been informed about these rates and unit prices. The execution of additional works shall be a best-efforts obligation under STRAIN 2 DATA, regardless of the result achieved, unless otherwise agreed in writing. Unless the B.C. justifies the execution of additional works during their execution, the B.C. shall accept it as proof that these additional works were requested by him/her or that they were necessary, and all additional works shall be considered as accepted.
Minor works will be agreed between the B.C. and STRAIN 2 DATA. A settlement of the agreed price in case of minor works at the request of the B.C. is excluded.
The quantities mentioned in the offer are always probable quantities, based on the information made available by the B.C.. The quantity actually exported will be charged at the agreed unit prices. If a fixed price has been agreed, the unit price will be adjusted as soon as there is more than 15% deviation in the presupposed sizes and quantities.
The prices are always calculated for works for the dimensions specified by the B.C.. In case of deviations, STRAIN 2 DATA has the right to implement a price change or to charge additional costs for all costs resulting from the erroneous information or preparation.
All items not expressly mentioned in the offer are not included in the price.
Obligations and liability of the principal
The B.C. shall ensure that STRAIN 2 DATA has access to the data and documents necessary for the work in good time and in any case before the start of the work. The B.C. shall bear the costs associated with the request for or preparation of these data.
The OG is obliged to inform STRAIN 2 DATA in writing, on the basis of a detailed plan, of all circumstances including the location and presence of obstacles, cables, pipes and other obstacles and risks present.
The B.C. shall ensure that the place or site where the work is to be carried out is easily accessible according to the insight of STRAIN 2 DATA. If the condition of the place leads to a delay, increased effort or a difficulty or impossibility of delivery not foreseen in the offer, the additional costs under STRAIN 2 DATA, such as for the delivery of the materials at the place where the works are to be carried out, shall be charged in full by STRAIN 2 DATA to the B.C..
The B.C. shall ensure that work to be carried out by others and/or deliveries that do not form part of the work of STRAIN 2 DATA are carried out on time and correctly, so that the execution of the work by STRAIN 2 DATA is not delayed.
If the B.C. does not comply with the provisions of the agreement, including these general terms and conditions, STRAIN 2 DATA reserves the right to halt the work without prior notice. The works carried out at that time will be invoiced at a rate of more than 10% and these monies shall be immediately due and payable.
Execution of the works by STRAIN 2 DATA
All execution and delivery times are indicative and non-binding. A delay in the execution or delivery period does not entitle the B.C. to claim damages or the dissolution of the agreement. In the event of additional work, adjustments or changes to the work to be carried out, the execution period shall lapse.
If the execution period is suspended or interrupted by the B.C. or its appointees or by third parties working on behalf of the B.C., the B.C. shall owe STRAIN 2 DATA compensation for the remaining working days at a rate of 20% of the average cost per day of the executed works, without prejudice to STRAIN 2 DATA's right to claim a higher compensation if its damage due to the shutdown is greater. This daily compensation shall be payable until STRAIN 2 DATA is able to restart the works.
If STRAIN 2 DATA is unable to carry out the works subsequently, but has to return at a later date, an additional compensation of 4 hours will be charged for travel and organisational costs.
The following safety equipment for STRAIN 2 DATA appointees is included in the price: helmet, goggles, shoes and clothing. All other safety equipment, if required by law or otherwise, is the responsibility of the O.R. and must be provided by it in accordance with the prevailing regulations. STRAIN 2 DATA reserves the right to suspend the works until these safety devices are present or to provide the safety devices at the expense of the B.C..
The commencement or execution of the works does not imply acceptance of the surface area or of the prior state, nor acknowledgement of any responsibility.
If STRAIN 2 DATA receives unfavourable solvency or commercial information concerning the B.C., STRAIN 2 DATA shall be entitled to suspend the execution of the agreement until all outstanding invoices and works already delivered have been paid or until guarantees of impeccable quality have been provided by the B.C., failing which STRAIN 2 DATA shall be entitled to regard the agreement as dissolved at the B.C.'s expense without judicial intervention and to invoice the work already carried out, more specifically a compensation for, among other things, breach of the agreement.
STRAIN 2 DATA shall be entitled to be replaced in the performance of its obligations by any other third party or a subcontractor it deems suitable to perform the contract. The B.C. may not assign or subcontract its rights or obligations under the contract with STRAIN 2 DATA. The B.C. may not assign related orders or (additional) works to a third party or a (sub)contractor without the written agreement of STRAIN 2 DATA.
Completion of the works
After the completion of the works, including the delivery of the certified report, the works will be considered as delivered and accepted if the B.C. has not made any written comments within 3 days after the completion of the works. The B.C. can also request formal delivery within this period of 3 days.
The commissioning of all or part of the works, the signing of a work order, the full payment of the invoices relating to the works, as well as the execution of further works by a third party will be considered as tacit acceptance. The B.C. therefore immediately acknowledges that the works have been carried out by STRAIN 2 DATA according to the rules of the art and that the work has been accepted.
Cancellation by the Client
In case of cancellation of an order or order, even partial, by the B.C., the B.C. shall be bound to pay damages, fixed and irrevocable at 40% of the price of the cancelled order or order, with a minimum of 250 euros and without prejudice to the right of STRAIN 2 DATA to prove a higher damage.
This compensation is also due in case of termination of the contract at the expense of the B.C. with regard to the balance of the works.
In case of cancellation of an order, the part of the executed order or the part of the order in progress, at the time of the cancellation, shall also be payable.
By order in progress is meant not only the part of the works for which the actual execution has started, but also the part that is in preparation, as well as the purchased materials, and the ordered materials that could no longer be cancelled with possible suppliers and subcontractors.
Unless otherwise stated on the invoices, all deliveries and services of STRAIN 2 DATA must be paid within 30 calendar days of the invoice date, without the right for the B.C. to apply a discount or discount. Payments shall be made to the registered office of STRAIN 2 DATA, to its bank account.
Any protest against the invoice must be made in writing, by registered letter and stating the invoice number and date, within 7 calendar days of the invoice date. If one of these conditions is not met, the protest shall be considered non-existent and the invoice shall be deemed to have been definitively accepted, without STRAIN 2 DATA being obliged to respond to this protest.
In the absence of full and timely payment, STRAIN 2 DATA shall be entitled, ipso jure and without notice of default being required, to payment of default interest as provided for in Article 5 of the Law of 02/08/2002, with a minimum of 10 per cent on an annual basis, to be increased by 10 per cent of the invoice amount as an indemnity clause (with a minimum of EUR 250 per invoice and a maximum of EUR 7. 500 euros as an indemnity clause) also to be increased by 50 euros per reminder, all collection and legal costs, as well as the costs and fees of the lawyer for extrajudicial and legal steps for collection.
Invoices are payable from the due date regardless of whether the B.C. has received payment from its co-contracting party.
If the B.C. has not paid one invoice on its due date, all other invoices, even those that have not yet expired, become immediately due and payable. This provision shall apply to all outstanding invoices in any legal relationship between STRAIN 2 DATA and the B.C..
In case of late payment of an invoice by the B.C., STRAIN 2 DATA reserves the right to cancel any discount granted to the B.C., even retroactively, with regard to the discounts granted to the B.C. up to one year prior to the last discount granted to the customer.
In case of late payment of an invoice, STRAIN 2 DATA reserves the right to suspend further execution of deliveries or works until full payment of the outstanding amounts, even if the non-payment is due to an alleged disputed delivery or defective service by STRAIN 2 DATA. The execution period shall be suspended at the expense of the B.C. for a period equal to the day of late payment until the day after receipt of payment.
Under no circumstances may the incomplete or partially disputed delivery or partially defective service be used as a pretext for delaying payment of the portion that has not been disputed. Likewise, any delay in delivery and/or placement not attributable to STRAIN 2 DATA shall not entitle the B.C. to withhold any payment or to modify the original order. Unless expressly authorised in advance by STRAIN 2 DATA, no deductions whatsoever shall be permitted by way of guarantee.
If payment facilities are permitted, it is expressly agreed that the first non-payment shall automatically and without notice of default entail the immediate enforceability of all outstanding instalments.
Payments shall first be set off against the interest due by virtue of these terms and conditions, then against the damages and collection costs and only then against the outstanding (balances of the) invoice(s), whereby the oldest outstanding amounts shall also first be set off, regardless of any remark(s) or statement(s) of the B.C. at the time of payment.
STRAIN 2 DATA shall at all times be entitled to transfer all or part of the claims against the B.C. to third parties.
At any time and even after bankruptcy of the B.C. or any other form of concurrence, insolvency proceedings or seizure of the B.C.'s assets (such as, among other things, bankruptcy, WCO, liquidation, collective debt settlement, etc.), set-off shall take place ipso jure between all claims of STRAIN 2 DATA against its B.C. on the one hand and all claims of its B.C. against STRAIN 2 DATA on the other, without prior notice of default or judicial decision.
This set-off also applies to all amounts due and not payable (e.g. also severance payments or other damages) that become or will become due after and/or because of the situation of concurrence and with forfeiture of all permitted payment facilities. This set-off is opposable to third parties.
In addition, STRAIN 2 DATA is authorised, where appropriate, in the event that the mutual claims between STRAIN 2 DATA and the B.C. are not liquid, due or replaceable, to liquidate or make these claims due for set-off.
For this purpose, but not limited to, STRAIN 2 DATA shall have the right to dissolve the legal relationship between itself and the B.C. or otherwise make the mutual claims due and payable in advance, inter alia, in the following cases:
Bankruptcy of the B.C. or any other form of concurrence, insolvency proceedings or seizure of the B.C.'s assets.
Appointment of a trustee/administrator/mandatary over the B.C.
Default of the B.C.
Set-off between STRAIN 2 DATA and the B.C. shall remain possible notwithstanding any assignment by the B.C. of its claims against STRAIN 2 DATA.
All claims between STRAIN 2 DATA and the B.C. shall be deemed to form part of an indivisible whole and are therefore interrelated.
The conclusion of the agreement shall be regarded as an agreement to transfer the claim.
This means that STRAIN 2 DATA may give notice of its claim against its B.C. by registered letter to the debtor of its B.C. in the amount of all amounts owed by the B.C.. The O.B.C. shall be obliged to notify STRAIN 2 DATA at its first request of all elements relating to its claims against its debtors as soon as STRAIN 2 DATA has notified its intention to apply this article.
Liability of STRAIN 2 DATA
Visible defects are covered by the delivery in the presence of the B.C. or an appointed person. This also applies if the B.C. remained absent, although he was properly invited to do so. In the case of tacit delivery, complaints must be submitted in writing, stating reasons, within three calendar days. Complaints that are not received in writing within three calendar days from the tacit acceptance of the works will no longer be accepted and will be considered as non-existent.
Deviations deemed permissible or technically unavoidable in the sector, such as those relating to quality, quantity, finish, colour and suchlike, cannot constitute grounds for complaints.
STRAIN 2 DATA is at all times entitled to undo or limit any damage by repair, replacement in kind or improvement of the executed works.
STRAIN 2 DATA shall only be liable towards the B.C. in the event of its own deliberate fault, fraud and deception.
STRAIN 2 DATA is not liable for serious or intentional errors committed by its employees, collaborators and/or representatives within the framework of the execution of their professional activities.
STRAIN 2 DATA shall not be liable and, consequently, shall not be held liable for visible and slight hidden defects, other than those caused by fraudulent intent, fraud or deception on its part or on the part of its appointees during the performance of their obligations.
STRAIN 2 DATA shall only be liable for slight hidden defects which manifest themselves within a period of 1 year after delivery and on condition that the B.C. notifies STRAIN 2 DATA in writing within 8 days after their discovery. Any legal action in this respect shall only be admissible provided it is brought within a period of 3 months after the discovery of the defect.
The liability or indemnity of STRAIN 2 DATA for visible and slight hidden defects shall be excluded if the invoicing of STRAIN 2 DATA was not paid in full prior to the first notification of the B.C.'s claim.
The liability of STRAIN 2 DATA for defects in the works carried out is limited to the invoice amount of the works in question, with an absolute maximum of 500,000.00 euros per claim, in accordance with the policy Civil Liability Operations, Physical and Material Damage).
STRAIN 2 DATA's liability for the material or goods sold and delivered is limited to the warranty provided by the manufacturer or supplier.
Repairs are always limited to the direct, affected and placed materials by STRAIN 2 DATA, to the exclusion of all other damages, such as, among others, consequential damages.
Only damage that was foreseeable at the time of entering into the agreement is eligible for compensation.
STRAIN 2 DATA can never be held liable for immaterial, indirect or consequential damage (such as, but not limited to: loss of profit, loss of income, administration costs, damage to third parties).
STRAIN 2 DATA cannot be held liable for any damage resulting from delays in execution. STRAIN 2 DATA's liability for damages resulting from delays in execution shall in any case be limited to the agreed penalties for delay of up to 5 % of the value of the works carried out by STRAIN 2 DATA and on condition that the B.C. provides proof of damages amounting to the aforementioned amount and suffered as a result of the delay attributable to STRAIN 2 DATA.
Unless expressly agreed otherwise, STRAIN 2 DATA shall in no way be responsible for the data obtained by the B.C. as a result of the materials placed, nor for the analysis of the data obtained.
The warranty only applies to the goods or materials supplied by STRAIN 2 DATA or the services carried out by STRAIN 2 DATA. It does not extend to the materials in or on which the goods or materials supplied by STRAIN 2 DATA are incorporated and, in particular, to the characteristics/characteristics of these materials and goods.
Defects and/or damage that are the immediate consequence of, or that have come to light on the occasion of one of the following facts or actions are expressly excluded from any guarantee:
Any damage resulting from a foreign cause not attributable to STRAIN 2 DATA, such as oil or water infiltration or excessive humidity.
Any negligence, any use of the equipment other than in accordance with the technical specifications of STRAIN 2 DATA or those of the manufacturer, as described in the instructions for use given to the O.R., or, in general, its incorrect or erroneous use;
Any intervention, regulation, repair or similar practices related to the maintenance work carried out by anyone not authorised by STRAIN 2 DATA or by the manufacturer;
Any fire, water damage, accidents or defects in the air conditioning system, storms, consequences of storms or weather catastrophes;
Any act or damage-causing fault, caused by anyone, including the O.R. itself or its appointees;
The damage caused by the transport, even if the delivery is made carriage paid and by STRAIN 2 DATA or on its instructions;
Damage during the construction site, caused by third parties, such as (but not limited to) theft and vandalism.
Retention of title and pledge
Ownership of the goods delivered and/or placed by STRAIN 2 DATA shall only pass to the B.C. after full payment of the price of the goods, works and appurtenances. These goods shall remain the property of STRAIN 2 DATA, whether or not during the execution of works, even after incorporation or modification. STRAIN 2 DATA reserves the right to collect the goods in the event of non-payment in accordance with the general terms and conditions. The B.C. undertakes to maintain the delivered goods in good condition, not to modify them, pledge them, sell them or encumber them in any way or hand them over to third parties as long as ownership has not been transferred in full. The B.C. is liable for this and undertakes to insure itself against all risks.
If the B.C. does not or not fully comply with this, it accepts, among other things, that the income resulting from this shall accrue in full to STRAIN 2 DATA. This income shall be considered as special and kept separately by the B.C. and shall not be mixed with its other general or special resources or assets.
In the event that the goods are returned to STRAIN 2 DATA on the grounds of retention of title, STRAIN 2 DATA shall be entitled to offset any advances or partial payments received in respect of those goods against its outstanding claims, of whatever nature, including a claim for any loss suffered as a result of non-compliance with the agreement.
This retention of title shall also be maintained in all cases of concurrence. In that case the delivered goods do not belong to the estate of the B.C. and must therefore be returned to STRAIN 2 DATA on first request.
By concluding this agreement, the B.C. pledges all its present and future claims and assets against third parties, for whatever reason, in favour of STRAIN 2 DATA, as security for all its obligations arising from its agreement(s) with STRAIN 2 DATA.
Suspension and dissolution of the agreement
In the event of non-payment on the due date, in the event of non-payment for any reason whatsoever, or in the event of non-compliance with even one of the B.C.'s contractual obligations, STRAIN 2 DATA reserves the right:
- Either unilaterally suspend the execution of all current orders or orders, and this after prior notice of default to which no or no useful action has been taken within eight days, and without prejudice to the B.C.'s right to claim damages, but without prejudice to STRAIN 2 DATA's right to claim damages;
- Either unilaterally dissolve the agreement without prior judicial authorisation and after prior notice of default, which has not been followed up or has not been followed up effectively within eight days, at the expense of the B.C., without prejudice to the right of STRAIN 2 DATA to claim damages.
In the event of dissolution at the expense of the B.C., the B.C. shall compensate in full for the work carried out and work in progress. In addition, the customer shall owe a fixed compensation of 40% of the agreed price for the remaining part of the works, without prejudice to STRAIN 2 DATA's right to recover its actual damages from the B.C..
STRAIN 2 DATA shall in any case be entitled, without prior notice of default and without judicial intervention, to regard the agreement as dissolved at the expense of the B.C. or to declare the mutual claims due and payable prematurely, in case of gross contractual default, bankruptcy, collective debt settlement, in case of attachment of part of the B.C.'s assets. G. or any other form of concurrence, apparent insolvency, liquidity problems, dissolution or modification of the form or content of the company, appointment of a trustee/administrator/mandatary over the B.C. as well as if a substantial amount of the invoices has not been paid and/or payment has not been made for more than 2 months.
This agreement is governed by Belgian law. The application of international law is excluded as far as possible.
In the event of a dispute, the courts of the judicial district of Limburg, Tongeren section, shall have exclusive jurisdiction.