DEFINITIONS

In these terms and conditions, the following terms shall have the following meanings:

Delivery: the actual delivery onsult: Orvali Consult BvbA and its affiliated companies.

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2. APPLICABILITY

2.1. These General Conditions of Purchase apply to all requests for offers, Orders and Agreements relating to Supplies.

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2.2. Deviations from or additions to these General Conditions of Purchase require the express written consent of Orvali Consult.

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2.3. If any part of these General Terms and Conditions of Purchase, for whatever reason, should be invalid, the General Terms and Conditions will remain in force for the remainder. The parties will in mutual consultation provide for an arrangement to replace the invalid provision with as much as possible preservation of the purport of the original provision.

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2.4. Any stipulations deviating from the General Terms and Conditions will only apply between the Parties if they have been expressly accepted by Orvali Consult in writing.

 

3. GENERAL REQUIREMENTS (WARRANTIES AND PERSONNEL)

3.1. Supplier warrants with respect to the delivery of Goods that:

• are of good quality and free from defects when delivered and, in the event of work being carried out, are performed by skilled personnel using new materials

• fully comply with the provisions of the Agreement and the specifications provided by Supplier

• satisfy the legal requirements applicable in the Netherlands and other (international) government regulations;

• comply with the statutory European directives with the CE marking respectively with the EC declaration of conformity for machines/safety components or "manufacturer's declaration". The Supplier shall supply the declaration of CE conformity;

• be provided with accompanying documentation drawn up in the Dutch or English language.
   

3.2. If the Agreement refers to technical, safety, quality or other regulations and documents that are not attached to the Agreement, the Supplier will be deemed to be familiar with them, unless he notifies Orvali Consult in writing of the contrary without delay. Orvali Consult will then inform the Supplier of these regulations and documents. The Supplier shall at his own expense ensure that the permissions, permits or licences which fall under his responsibility and are necessary for the execution of the Contract are obtained in time and that the conditions set out therein are complied with.

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3.3 With regard to the provision of Services, the Supplier guarantees that:

• the Services will be performed in a timely, undisturbed and complete manner in a professional and competent manner; he will at all times comply with the obligations incumbent on him under tax and social security legislation with respect to his personnel or auxiliary persons engaged by him;

• he will have the Services performed by competent personnel;

• the Services and results of the Services to be provided are in accordance with the Agreement and meet the agreed specifications (including (technical) designs) and any KPIs or service levels laid down in the Agreement;

• he will always have sufficient personnel to meet the need of Orvali Consult for the purchase of Services and to be able to properly execute the Agreement;

• the results of the Services are free from (intellectual property) rights of third parties.
   

3.4 If the performance and/or results of the Services do not appear to comply with the aforementioned guarantees, the Supplier will redo the Services at his own expense at the first request of Orvali Consult as soon as possible. This applies without prejudice to Orvali Consult's rights under the law in the event of non-performance.

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3.5 With regard to replacing personnel in the event of provision of Services, the following applies:

• The Supplier shall ensure that there are as few changes as possible in the Supplier personnel deployed on behalf of Orvali Consult who are involved in the performance of the Agreement and a new Agreement, in order to keep the accumulated knowledge about the organization of Orvali Consult Telecom available to Orvali Consult as much as reasonably possible with a view to the efficient provision of the Services;

• in view of the aforementioned efficiency of the provision of the Services, the replacement of personnel of the Supplier charged with the performance of the Services may therefore only take place in exceptional cases;

• the Supplier is not permitted to replace personnel charged with the performance of the Services without the written consent of Orvali Consult. Orvali Consult is entitled to attach conditions to its consent and will not withhold the consent on unreasonable grounds;

• in the event that Orvali Consult demands on reasonable grounds the replacement of personnel who are charged with performing the Services, because it believes that this is necessary or desirable in the interest of the proper execution of the contract, the Supplier will comply with this;

• in the event of replacement of personnel who are charged with the performance of the Services, the Supplier will make persons available who are at least equivalent to the persons to be replaced in terms of expertise, education and experience, or who satisfy what Orvali Consult and the Supplier have agreed with regard to these persons;

• in the event of replacement of personnel the Supplier is not entitled to increase the agreed rates.

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4. MANUFACTURE AND QUALITY ASSURANCE

4.1. Supplier shall give Orvali Consult, whenever requested, the opportunity to inspect the (partially) produced goods during the manufacturing process. On request, the Supplier will make test and measuring equipment available for this purpose and provide personnel support. The costs of the Supplier for this inspection shall be paid by Orvali Consult, provided they are reasonable. However, if Orvali Consult rejects the goods, the costs of this inspection shall be borne by the Supplier itself.

Orvali Consult has the right to have the (partially) produced goods tested by an independent testing institute. In the event that the testing institute rejects the goods, the costs of the testing institute shall be at the expense of the Supplier.

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5. HARMFUL SUBSTANCES AND/OR PREPARATIONS

5.1. The Supplier guarantees that the goods as such meet the requirements set by or pursuant to the law and contain no substances and/or preparations prohibited for the goods by or pursuant to the law. Furthermore, the goods shall not contain any substances that cannot be processed by a regular means of waste processing.

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5.2. If so requested, the Supplier shall provide insight into the extent to which care for the environment was taken into account in the design of the goods. The Supplier shall provide Orvali Consult with a list indicating the substances and/or preparations in the goods that are dangerous to people, property or the environment. The Supplier guarantees that the information it provides is always complete and correct.

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5.3. The Supplier shall indicate which parts of the goods are eligible for reuse or recycling, other than by incineration, at the end of their useful life.

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6. ORDERS

6.1. Orvali Consult will send the Supplier a statement of the Order by e-mail. This will at least state the number of units, the delivery location, the price and the desired delivery date for the goods. Supplier shall confirm the Order with respect to the goods as soon as possible. If the confirmed delivery date of the goods does not correspond with the desired delivery date, Orvali Consult shall have the right to cancel the Order. The Supplier shall be fully informed of this.

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6.2. If the order confirmation deviates from the original Order or order, Orvali Consult shall only be bound after it has expressly agreed to the deviation in writing. Acceptance by Orvali Consult of deliveries or performances as well as payments made by it in that respect do not imply acknowledgement of the deviations.

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7. DELIVERY AND COMPLETION OF SERVICES

7.1. Supplier shall not deliver the items purchased by Orvali Consult with accompanying documentation until the agreed date. Delivery must take place Delivery Duty Paid, in accordance with the Incoterms as they apply at the time of the conclusion of the Agreement, at a location indicated in advance by Orvali Consult. The shipment will be accompanied by a packing list which meets the usual requirements of the General Conditions of Purchase and the shipment will also be packaged in accordance with the usual requirements.

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7.2. The Orvali Consult order number (project and purchase order number) will be stated on the fully completed consignment bill. A consignment does not have to be accepted (wholly or in part) if:

• the consignment does not contain the shipping units as indicated on the consignment bill;

• the contents of the consignment or the packaging is damaged or does not otherwise comply with the Agreement;

• the consignment is not offered/delivered to the correct contact person on the agreed date or at the agreed location.
   

7.3. A shipment is only delivered when Orvali Consult has signed for receipt of the shipment on the waybill. The Supplier will immediately take back a shipment that has not been received. If immediate return is not possible, Supplier shall have the shipment picked up within five working days.
 

7.4. The provision of the Services is completed at the moment that:

• Orvali Consult has confirmed in writing that the Services have been performed, or

• has accepted in writing the results of the Services, whether or not on the basis of criteria included in the Agreement.

 

8. TRANSFER OF OWNERSHIP AND RISK.

8.1. The delivery of Goods and/or Services shall be at the risk of the Supplier until the moment of delivery/completion as described in Article 7. Ownership shall pass to Orvali Consult Telecom at the moment of delivery, unless payment has already been made by Orvali Consult Telecom, in which case ownership shall pass upon payment.

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8.2. All items (including drawings and the like) which the Supplier purchases or manufactures specially for Orvali Consult for the Supply, shall be deemed to become the property of Orvali Consult at the moment that they are delivered to the Supplier or manufactured by the Supplier, and to have been made available to the Supplier by the latter. If Orvali Consult makes or is deemed to have made goods available to the Supplier for the purposes of the Contract, these remain or become the property of Orvali Consult and the Supplier is obliged to keep these goods clearly marked as the property of Orvali Consult and to provide Orvali Consult on request with a declaration of ownership for these goods.

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8.3. Goods created by association, mixing or otherwise, become the property of Orvali Consult at the moment of their creation. The Supplier shall be deemed to have formed the items for Orvali Consult and shall hold these new items as the property of Orvali Consult and provide Orvali Consult with a declaration of ownership upon request.

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9. INSPECTION AFTER DELIVERY

9.1. Within a period of 30 calendar days from the date of delivery, (a part of) the consignment or an item may be rejected if it appears that it does not comply with the Agreement.

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9.2. If a (part of a) shipment or an item is rejected, the Supplier shall, at its own expense, within five working days after notification of the rejection has been received in accordance with Orvali Consult's request

a. deliver the missing part at Supplier's expense, or;

b. if so requested, collect the rejected goods, repair or replace them and deliver them again after repair or replacement, all at the expense of Supplier. If the rejected item is not collected, it may be returned at Supplier's expense. At the time of collection or return, ownership and risk shall revert to Supplier. The repaired, replaced or delivered (parts of the) shipment or goods can be (re-)inspected.

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9.3. In the event parts of the shipment or goods are again rejected, the Supplier must, if so requested by Orvali Consult, still fulfil its obligations within the period set by Orvali Consult. The costs of the reinspection and the transport costs shall be borne by the Supplier.

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9.4. Any extra costs incurred as a consequence of a faulty delivery of materials shall be for the account of the Supplier.

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10. INVOICING AND PAYMENT

10.1. The Supplier shall not invoice an amount due for a quantity of Goods purchased by Orvali Consult or for a scope of Services until the date of delivery of that quantity of Goods or after completion of the Services.

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10.2. Invoices will correspond to the Order and the quantity of Goods (delivered) or Services provided. The invoice shall in any event state the following:

• Orvali Consult order number

• the delivery address

• the delivery date

• the net price of the Goods or Services

• a specification per order item
   

10.3. If the invoice does not comply with the requirements described above, this may lead to rejection of the invoice resulting in possible delay in payment.

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10.4. Unless otherwise agreed by the Parties, the payment term shall be 60 days from the invoice date. In the event that more than four days elapse between receipt of the invoice and the invoice date, the receipt date shall be deemed to be the effective date of the payment term referred to above.

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10.5. Orvali Consult is entitled to deduct the amounts it owes to the Supplier and/or companies associated with the Supplier, for whatever reason, from the amounts Orvali Consult Telecom can claim from the Supplier and/or companies associated with the Supplier, for whatever reason. This provision shall be without prejudice to any recourse by Orvali Consult to set-off.

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10.6. Supplier is not permitted to set off mutual claims. The Supplier is prohibited from assigning, pledging, transferring under any title whatsoever, or otherwise disposing of its claims against Orvali Consult arising from the Contract to a third party to the detriment of Orvali Consult. This prohibition has the effect of property law as referred to in Article 3:83 paragraph 11.

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11. Additional- AND lesser WORK

11.1. Orvali Consult is entitled to modify the scope of the contract, even if this results in extra work or less work.

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11.2. If the Supplier believes that the change has consequences for the agreed price or delivery time, he will inform Orvali Consult immediately and in writing and, in the case of additional work, will make a written offer with regard to the price and the period attached, as well as the consequences for the other work to be carried out by the Supplier.

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11.3. Additional work will not be carried out by the Supplier until it has been ordered in writing by Orvali Consult.

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11.4. In any case, additional work does not include additional activities which the Supplier could or should have foreseen in order to deliver the agreed performance(s) and functionality(s) or which are the consequence of an imputable failure on the part of the Supplier.

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12. LATE OR FAULTY DELIVERY

12.1. The delivery date(s) or term(s) of the Agreement shall be considered as strict and final. If circumstances occur on the basis of which it can be expected that an agreed delivery date(s) or term(s) will be exceeded, the Supplier must inform Orvali Consult forthwith.

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12.2. If the Supplier delivers later than the agreed delivery date or delivers inadequately, the Supplier shall be in breach of its obligations from the agreed delivery date, without any notice of default being required.

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12.3. Supplier shall owe a penalty if and for as long as Supplier imputably fails to fulfil the obligation referred to above. The amount of the penalty shall be 1% of the price for the Goods delivered late or defectively per calendar day up to a maximum of 10% of that price. In the case of Services delivered late or defectively, the penalty amounts to 1% per day of the total purchase value of the Services up to a maximum of 10% of the total purchase value.

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12.4. The penalty is without prejudice to Supplier's obligation to compensate Orvali Consult for the damage caused by late or defective delivery, if and insofar as the extent of the damage exceeds the amount of the penalty.

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12.5. This penalty shall be without prejudice to Orvali Consult's right to claim compliance.

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13. GUARANTEE

13.1. Without prejudice to the provisions of this contract, if within 24 months - counting from the date of delivery - it is found that there is a defect in (parts of) goods, the Supplier will, after receiving written notification to this effect from Orvali Consult, at his own expense and within four weeks of receipt of the notification, undertake to repair or replace the (parts of) goods concerned. For the application of this article, the term "defect" is understood to mean: the failure of goods to comply with the Agreement, unless this is the result of normal wear and tear.

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13.2. In urgent cases Orvali Consult itself, or a third party engaged by it, may repair the defective (parts of) goods at its customers. The costs of repair shall be at the expense of the Supplier. On request the Supplier shall give advice on the matter free of charge. The costs of this repair shall be at the expense of the Supplier.

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14. INTELLECTUAL PROPERTY RIGHTS

14.1. Insofar as any Goods delivered and documentation and results of Services delivered are subject to intellectual property rights, Orvali Consult Telecom shall acquire a non-exclusive transferable right of use in respect thereof and shall be entitled to grant its customers such right of use.

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14.2. Supplier shall indemnify Orvali Consult against claims from third parties (including customers) and compensate all damage Orvali Consult suffers as a result including all costs of legal assistance in connection with

• an infringement of an intellectual property right of a third party;

• an unlawful act, if and to the extent that such infringement or unlawful act was caused by the use or presence of the Goods and results of the Services provided in accordance with this Agreement.

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14.3. If, due to (the use of) the Goods and/or results of Services provided, an infringement of an intended right of a third party occurs or has been acted unlawfully towards a third party, the Supplier shall, at its expense in consultation with Orvali Consult:

a. replace the Goods concerned or results of Services provided with an equivalent good or service, which does not infringe any right of a third party or the use of which is not otherwise unlawful towards a third party, or;

b. acquire for the benefit of Orvali Consult and its customers a right of use with respect to the right in question, or;

c. modify the Goods in question or results of Services provided in such a way that the infringement or unlawful use is eliminated.

In that case, Supplier guarantees that the agreed possibilities for use of the Goods and results of Services delivered will not be restricted. The Supplier shall indemnify Orvali Consult Telecom against claims by third parties in respect of compensation for damage or fines, if these claims arise as a result of the aforementioned infringement or unlawful act. Furthermore, the additional costs incurred by Orvali Consult in connection with the infringement or unlawful act shall be compensated.

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15. LIABILITY

15.1. The Supplier will indemnify Orvali Consult against claims from third parties relating to defective products in the sense of product liability.

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16. DISSOLUTION OF THE AGREEMENT

16.1. Orvali Consult is entitled to dissolve the contract in whole or in part without judicial intervention if (it is foreseeable that) the Supplier will fail to comply with an obligation.

Dissolution with application of the above provisions will only take place if and insofar as the failure of the Supplier justifies the dissolution with its consequences in view of the nature and significance of the failure.

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16.2. Each of the Parties is entitled to dissolve all or part of the Agreement with immediate effect, without judicial intervention or notice of default, if:

a. the other Party has applied for or been granted a suspension of payments;

b. the other Party is declared bankrupt or a petition for bankruptcy has been filed for it;

c. the other Party has gone into liquidation or has ceased trading;

d. the Supplier suffers the attachment of such a part of his assets that it hampers the agreed

performance agreed upon;

e. Supplier must otherwise no longer be considered capable of fulfilling the obligations under or by virtue of the Agreement.

Dissolution shall take place by means of a written statement.

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17. CONFIDENTIALITY

17.1. The Parties undertake not to disclose to any third party any product, market or customer data relating to the other Party, unless this information is generally known without this being due to a breach of the present confidentiality obligation.

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17.2. The Parties undertake to use the said information exclusively for the performance of the Agreement concluded between them. The parties undertake to impose the same obligations as set out above on persons employed by them in the performance of the Agreements concluded between them.

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17.3. A Party shall only disclose to third parties the existence and content of an Agreement concluded between them if prior written consent has been obtained from the other Party.

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17.4. If a Party or an employee of a Party acts in breach of the above obligation of confidentiality, it will be in default without any notice of default being required.

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18. US EXPORT ADMINISTRATION REGULATIONS

18.1. If American technology is incorporated in a Delivery that is subject to the US Export Administration Regulations, Supplier is obliged to notify Orvali Consult in accordance with the relevant provisions.

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19. TRANSFER OF RIGHTS AND OBLIGATIONS; SUBCONTRACTING

19.1. The Supplier shall not subcontract the Supply or parts thereof to third parties and shall not transfer its rights and obligations arising for it from the Agreement, in whole or in part, to third parties, without the prior written consent of Orvali Consult.

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20. SOFTWARE

20.1. If software is involved, the Supplier shall always be fully liable in the event of damage (including consequential damage), the Supplier shall always ensure timely and proper updates and shall bear all costs related thereto.

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20.2. The Supplier guarantees that it is authorized to supply the software in question and indemnifies Orvali Consult against any rights involved in the supply of the software.

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20.3. In the event of the Supplier's bankruptcy and/or if the Supplier ceases to exist, as well as in the event that Orvali Consult terminates the Agreement for any reason whatsoever, the Supplier shall immediately forward the source codes of the software concerned to Orvali Consult.

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21. BUSINESS PRINCIPLES; INTEGRITY AND CSR

21.1. Supplier takes note of the said principles and code of conduct and conforms to their content. The Supplier guarantees that these principles and the Orvali Consult code of conduct apply to all employees of the Supplier as well as to the workers, consultants, contractors and suppliers engaged by the Supplier.

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21.3. Orvali Consult attaches great importance to acting in a socially responsible manner. Orvali Consult's business operations are therefore not solely aimed at profit, but expressly also at the wellbeing of people within and outside the company and at a healthy environment. In the field of corporate social responsibility (CSR), energy and CO2 reduction, raw materials and waste management and social return (the use of people distanced from the labour market) are important themes for Orvali Consult.

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22. DISPUTES AND APPLICABLE LAW

22.1. In addition to these General Conditions of Purchase, Dutch law shall apply. The said delivery conditions are interpreted in accordance with the meaning attributed to them in the Incoterms applicable to these General Conditions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

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22.2. All disputes arising from and/or in connection with these General Conditions of Purchase, or Agreements concluded between the Parties to which these General Conditions of Purchase apply, will be settled in accordance with the Arbitration Regulations of the Belgian Arbitration Institute as they read three months prior to the Agreement, such without prejudice to Orvali Consult's right to have the dispute settled by the competent civil court or the authority stipulated in the agreement between Orvali Consult and its Principals.

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23. FINAL PROVISIONS

23.1 Words in the singular shall also include the plural and vice versa if the context in which they are used so implies.

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23.2. The headings in these General Terms and Conditions do not form part of these General Terms and Conditions and shall not be relied upon in interpreting them.