Terms and Conditions
GENERAL TERMS AND CONDITIONS
Applied by the REMON GROUP, having its registered office in Marum, the Netherlands
Article 1 – Applicability
These General Terms and Conditions apply to all offers made and agreements entered into by Remon B.V. or any of its affiliated parties (“Contractor”), including the supply of goods, the execution of works and the provision of advisory services.
“Client” means any party with which the Contractor negotiates or enters into an agreement.
The invalidity of any provision shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision that reflects its purpose and intent as closely as possible.
The applicability of any other general terms and conditions is expressly rejected. By placing an order with the Contractor or entering into an agreement with the Contractor, the Client expressly waives the applicability of any terms and conditions of its own, irrespective of their form or content.
Article 2 – Offers
All offers are non-binding and are based on the information provided by the Client.
Offers may be revoked unless expressly stated otherwise in writing. No rights may be derived from any offer at any later time.
Drawings, dimensions, weights, capacities and quantities shall only be binding if confirmed in writing by the Contractor.
Article 3 – Agreement
An agreement shall be concluded upon written confirmation by the Contractor. The Contractor’s records shall constitute sole and conclusive evidence.
Oral commitments made by employees shall not bind the Contractor.
Signed contracts, order confirmations or confirmed orders shall be deemed to accurately reflect the agreement unless the Client raises a written objection within two working days.
Amendments must be agreed in writing. Additional work may be agreed orally.
Minor deviations within customary tolerances shall be permitted in the performance of the agreement, as shall the delivery of any additional materials that the Contractor may reasonably consider necessary in connection with waste, processing losses, residual pieces and similar circumstances arising from the performance of the work.
Upon or after entering into the agreement and before commencing or continuing performance, the Contractor shall be entitled to require adequate security from the Client to ensure compliance with both its payment obligations and its other obligations.
Article 4 – Cancellation
Cancellation by the Client shall only be valid following the Contractor’s written consent. In that event, the Client shall be liable for full compensation of the Contractor’s losses, including loss of profit, as well as cancellation costs amounting to 10%. Loss of profit shall be calculated at 10% of the portion of the agreed price relating to work or deliveries that have not yet been performed.
Any costs and losses resulting from the suspension of work by the Client shall be borne by the Client.
Article 5 – Prices
All prices are exclusive of taxes, including VAT and any other levies.
Goods shall be delivered ex works unless agreed otherwise, meaning that the goods shall be made ready for dispatch at the Contractor’s premises or at the premises of a third party engaged for that purpose. Packaging and delivery costs shall be charged separately.
Where installation is included, the price shall also include delivery, installation and commissioning in an operational condition.
The Contractor shall be entitled to increase quoted and/or agreed prices if any cost-determining factors on which those prices are based increase, including where fixed prices have been agreed. If a price increase is imposed on a consumer Client within one month after the agreement has been concluded, the consumer Client shall be entitled to terminate the agreement by registered letter within seven working days after the notification of the price increase was sent.
Additional work shall be charged accordingly.
Article 6 – Delivery Period and Delivery
The delivery period, which in the case of a contract for work or services also includes the period within which the work must be completed, shall commence on the latest of the following dates:
the date on which the agreement is concluded;
the date on which the Contractor has received all documents, information, permits, exemptions, approvals, allocations and other items required for the delivery of the goods or performance of the work;
the date on which the Contractor receives any instalment payment that is due under the agreement before commencement, or the date on which the Contractor receives the advance payment and/or security referred to in Article 3, paragraph 5, and Article 9, paragraph 1.
The delivery period is based on the working conditions prevailing at the time the agreement is concluded and on the timely delivery of the materials ordered by the Client for the performance of the agreement. If delays arise due to changes in these circumstances or because materials ordered in good time for the performance of the agreement are not delivered on time, the delivery period shall be extended by such period as is reasonable, taking all circumstances into account.
In the case of installation, delivery shall be deemed to have taken place once the installation has been reported as completed and ready for operation.
Delivery periods are indicative and shall not constitute strict deadlines. Compensation for losses resulting from delays may only be claimed if agreed in writing and after the Contractor has been given written notice of default. The Contractor shall not be liable for indirect or consequential losses.
Article 7 – Acceptance Test
The Client may test an installation within three weeks after delivery, provided that the Contractor is notified of the test at least two weeks in advance. The Contractor shall make personnel and measuring equipment available. All other costs shall be borne by the Client.
Article 8 – Client’s Obligations
If the agreement with the Client also includes installation, repair and/or construction work to be carried out by the Contractor, the Client must ensure that the Contractor has or can obtain timely access to:
the information and approvals required to prepare and perform the work, including permits, exemptions and official decisions;
the plot of land, building, property or other location in, on or to which the work must be carried out;
drawings showing the location of cables, pipes, pipelines and similar infrastructure;
all other relevant information that may be important to the Contractor in connection with the performance of the agreement.
The Contractor may refuse to perform work if the location does not meet reasonable safety or cleanliness requirements. Any resulting losses and costs incurred by the Contractor may be charged to the Client.
Work to be performed by third parties must be completed in good time to prevent delays.
Any losses and costs resulting from delays for which the Client is responsible shall be borne by the Client.
The Client shall ensure that the Contractor’s materials, tools and other property located at the Client’s premises are adequately secured.
The Client shall arrange adequate insurance for any materials, tools and other property it makes available to the Contractor.
Article 9 – Maintenance and Service
Maintenance work shall be governed by separate maintenance agreements, to which these General Terms and Conditions shall also apply.
For service agreements, the Contractor shall inspect the equipment, machinery and installation present. The Contractor shall charge a fixed fee for this inspection, the amount of which shall be communicated to the Client in good time. Based on the results of the inspection, the Contractor shall issue an offer to the Client, which shall remain valid for 30 days from the date of the offer.
The Contractor may amend its rates subject to prior notice.
The Client shall provide access, electricity, gas, water and documentation.
The Contractor may engage subcontractors.
Any work carried out by third parties during the term of a service agreement without the Contractor’s consent shall fall outside the scope of the service agreement. Malfunctions resulting from such work, as well as malfunctions caused by accidental or deliberate damage or improper operation, shall also fall outside the scope of the service agreement and shall be invoiced separately.
Article 10 – Risk and Ownership
The risk shall pass to the Client upon delivery.
Ownership of the goods supplied shall remain with the Contractor until full payment has been received.
The Client may not pledge or transfer the goods to third parties until full payment has been made. This prohibition is expressly intended to have property-law effect.
If the Client fails to fulfil its obligations, the Contractor shall be entitled to repossess the goods and enter the premises where they are located.
Article 11 – Payment
Payment must be made within 14 days of the invoice date unless agreed otherwise.
Set-off or suspension of payment shall not be permitted, except in the case of consumers.
Payments shall first be applied to interest and costs and subsequently to the oldest outstanding invoices.
If payment is not made within the stipulated period, the Client shall be in default without any notice of default being required and shall owe interest at a rate of 1% per month.
All judicial and extrajudicial costs shall be borne by the Client. Debt collection costs shall amount to at least 15% of the outstanding amount, subject to a minimum of €300.
Article 12 – Complaints
The Client must inspect the delivered goods or work immediately and no later than two weeks after delivery.
Complaints must be submitted in writing, stating the reasons for the complaint, within two weeks.
If a complaint is not submitted in good time, all related rights shall lapse.
Article 13 – Returns
In the case of a distance purchase, consumers shall have a right of withdrawal for a period of 14 days after delivery. The costs of returning the goods shall be borne by the consumer.
Article 14 – Warranty
The Contractor provides a three-month warranty for defects that can demonstrably be attributed to design, manufacturing or material defects. At the Contractor’s discretion, the defect shall be remedied, the relevant item shall be replaced or a credit note shall be issued for an amount equal to its market value.
The Client must provide the Contractor with an opportunity to remedy the defect, failing which the warranty shall lapse.
If an investigation does not establish a defect covered by the warranty, the costs of the investigation shall be borne by the Client.
The warranty shall lapse in circumstances including normal wear and tear, improper use, government regulations, the use of used materials, work performed by third parties, non-compliance by the Client, errors in designs or information provided by the Client, defective materials supplied by the Client, pre-existing defects, or improper use or installation by the Contractor.
Components supplied by third parties shall be covered, at most, by the warranty provided by the relevant supplier.
The warranty shall only apply within the Netherlands and if a maintenance agreement has been concluded.
The Contractor shall not be required to provide warranty services if the associated costs exceed the agreed price.
Article 15 – Liability
The Contractor shall not be liable for losses resulting from errors in designs, information or materials provided by the Client, work performed by third parties or pre-existing defects.
The Contractor shall not be liable for improper operation resulting from errors in drawings, information or instructions originating from the Client.
The Client shall indemnify the Contractor against claims from third parties arising from infringements of intellectual property rights.
From the moment materials and tools are brought onto the work site, the Client shall bear the risk of damage to those materials and tools.
Liability for consequential losses, including business interruption losses, losses caused by delays or operational interruptions, loss of profit and indirect losses, is excluded.
Except in cases of intent or deliberate recklessness, the Contractor’s liability shall be limited to the amount paid out under its insurance policy plus the applicable deductible or, if no insurance cover applies, to a maximum of €25,000.
Claims shall become time-barred one year after they become due and payable.
Article 16 – Intellectual Property
All intellectual property rights relating to designs, drawings, models and documents shall remain vested in the Contractor. Their use or disclosure to third parties without the Contractor’s consent is prohibited.
The Client warrants that any information or working methods supplied by it do not infringe the rights of third parties.
The Client shall indemnify the Contractor against claims from third parties.
Article 17 – Force Majeure
Force majeure shall include all circumstances beyond the Contractor’s control that prevent performance, including war, strikes, transport difficulties, cybercrime, fire and technical failures.
In the event of force majeure, the Contractor may suspend or terminate the agreement without being liable to pay compensation.
Work already performed and materials already delivered to the work site may be invoiced immediately.
Article 18 – Failure to Perform
In the event of breach of contract, payment difficulties, bankruptcy, attachment or similar circumstances, the Contractor may suspend or terminate the agreement without any notice of default being required.
The Client may only terminate the agreement after giving the Contractor written notice of default in respect of a serious failure to perform.
During a period of suspension, the Contractor may still elect either to perform or to terminate the agreement.
In the event of suspension or termination, the agreed price shall become immediately due and payable. In the event of suspension, the delivery period shall be extended by the period during which the work was suspended.
Article 19 – Processing of Data
The Client agrees that the Contractor may collect, process and use personal data and other information disclosed by the Client during its business relationship with the Contractor for the purposes of:
managing and performing the agreement with the Client, including creating and processing invoices;
promoting and/or offering other goods and services to the Client; and/or
maintaining the business relationship with the Client, for example through a customer relationship management system.
Such data may include the following categories of information relating to individuals employed or engaged by the Client: name, title, company, position within the company, business contact details, including telephone and fax numbers, email address and postal address, order history and dispute history, including warranty claims or disputes.
Within the limits of the purposes described above, the Contractor may collect, process and use the aforementioned data:
itself and/or through affiliated companies or other external subcontractors; and
from countries within and/or outside the European Union or the European Economic Area.
The Client shall ensure, for example by obtaining consent from the relevant data subjects where necessary or by using other appropriate means available under applicable legislation, that the Contractor may use the aforementioned data for the purposes described above.
Article 20 – Governing Law and Disputes
All agreements shall be governed by Dutch law.
The United Nations Convention on Contracts for the International Sale of Goods, also known as the Vienna Sales Convention, is excluded.
All disputes shall be submitted exclusively to the competent court of the District Court of the Northern Netherlands, Groningen location, unless mandatory law provides otherwise.