Present terms and conditions apply to all offers and all purchase and sale agreements and all agreements to perform services, including all agreements for the development and/or production of goods and all agreements for the provision of work by Reiger Suspension B.V., established in Hengelo (Gelderland), the Netherlands, hereinafter referred to as ‘Reiger’.
The purchaser or contract-issuing party respectively will hereinafter be referred to as “the counterparty”.
A number of provisions in these General Terms and Conditions relate to a natural person not acting in the exercise of a profession or business. In these provisions, the counterparty is identified by the term ‘the consumer’.
In present General Terms and Conditions, ‘in writing’ shall be taken to mean: by letter, by e-mail, by fax or any other means of communication which with a view to the state of the art and according to commonly-held public opinion is considered equivalent to these means of communication.
In present General Terms and Conditions, ‘documents’ shall be taken to mean: the advice, recommendations, calculations, drawings, reports, designs, etc. to be produced or issued by Reiger and/or the counterparty. These documents, including digital files, may be laid down in writing and on other information carriers such as CD-ROMs, DVDs, USB sticks, etc.
In the General Terms and Conditions, ‘information’ shall be taken to mean: both the documents and the other (spoken) details (that have to be) issued by Reiger and/or the counterparty.
The possible non-applicability of a (part of a) provision in present General Terms and Conditions shall be without prejudice to the applicability of the remaining provisions.
In the event of a discrepancy or contradiction between present General Terms and Conditions and a translated version hereof, the Dutch text will prevail.
Present General Terms and Conditions also apply to follow-up orders or part orders and follow-up assignments or part assignments arising from the agreement.
If Reiger has already issued present General Terms and Conditions to the counterparty on several occasions, this shall be considered a durable trading relationship. In that situation, Reiger is not required on each occasion to once again supply the General Terms and Conditions to make them applicable to subsequent agreements.
All offers and all quotations from Reiger shall apply during the period specified therein. An offer or quotation in which no period of validity is specified shall be non-binding. In the event of a non-binding offer or a non-binding quotation, Reiger is entitled to withdraw this offer or this quotation at the latest within 2 working days following receipt of the acceptance.
A compiled offer or quotation will not require Reiger to deliver part of an offered performance at an agreed part of the price.
If the offer or quotation is based on information provided by the counterparty and this information proves incorrect or incomplete, or is subsequently altered, Reiger shall be entitled to duly adjust the specified prices and/or delivery times.
The offer, the quotation and the prices will not automatically apply to follow-up orders or part orders.
Models, examples of documents and statements of characteristics, capacities, dimensions, weights or other descriptions in brochures, promotional material and/or the website of Reiger displayed and/or issued are as accurate as possible, but only serve as indications. The counterparty may derive no rights from such information.
The models and examples issued shall remain the property of Reiger and must be returned to Reiger at the first request, for the account of the counterparty.
Reiger shall be entitled to charge any costs relating to the offer or quotation from the counterparty, on condition Reiger has duly notified the counterparty of these costs, in writing, in advance.
If the counterparty does not accept an offer or quotation, at the first request of Reiger, the counterparty is required to return to Reiger all documents issued together with the offer or the quotation.
The agreement shall be established at the moment that Reiger has received by return a copy of the quotation signed by the counterparty, even if this acceptance deviates from the quotation in respect of minor points. However, if the acceptance by the counterparty deviates on fundamental points, the agreement shall only be established if Reiger has agreed to these deviations, in writing.
Reiger shall only be bound by:
an assignment or order without prior offer;
additions or alterations to the General Terms and Conditions or the agreement;
following written confirmation hereof to the counterparty or as soon as Reiger – without objection by the counterparty – has started implementation of the assignment, order or agreements.
All agreements shall expressly be entered into by Reiger subject to the suspensive condition that the counterparty is able to demonstrate sufficient creditworthiness, such exclusively at the discretion of Reiger. In this framework, the counterparty is required to allow Reiger, as necessary, to request information concerning the creditworthiness of the counterparty.
Assignments from the counterparty must be accompanied by a clear written description of the nature of the assignment.
Alterations to any assignment that has been issued in writing must also be made in writing and accompanied by a clear description of the alterations. Alterations are only binding upon Reiger if confirmed in writing by Reiger.
Reiger is not bound by undertakings or agreements entered into with the counterparty by its subordinate employees. In case of doubt, the counterparty must duly contact the management of Reiger.
Unless the parties have agreed to work at an hourly rate, Reiger will undertake the agreed performance for a fixed payment.
Reiger shall be entitled to raise this fixed payment if during the implementation of the agreement it emerges that the agreed or expected volume of work was not correctly estimated by the parties, without this error being attributable to Reiger, and if it cannot reasonably be demanded of Reiger to carry out the work at the agreed price.
If the parties have agreed work at an hourly rate, Reiger will calculate the payment on the basis of the number of hours spent, according to the agreed or standard hourly rate of Reiger.
Hourly rates apply for normal working days which should be taken to mean: Monday through to Friday (with the exception of recognised national holidays) between 08:00 hours and 17:00 hours.
For urgent orders or if the work must be carried out outside the working days referred to in the previous paragraph, at the request of the counterparty, Reiger shall be entitled to calculate a surcharge on the hourly rate.
If a dispute arises between the parties concerning the number of hours spent and/or charged, the Reiger timesheets will be binding. All subject to evidence to the contrary on the part of the counterparty.
The prices and rates specified in the offer, quotation, list of prices or list of rates shall be excluding VAT and any costs such as postage costs, transport costs, administration costs and charges from any third parties called in.
a. If between the date of establishing the agreement and implementation hereof by Reiger circumstances arise that raise the (cost) price as a consequence of changes to legislation and regulations, government measures, currency fluctuations or changes to the prices of the required materials and/or raw materials, Reiger shall be entitled to duly raise the agreed prices and rates, and charge these prices or rates to the counterparty.
b. In the event of price or rate rises within three months following establishment of the agreement, the consumer is authorised to dissolve the agreement by means of a written statement. If the consumer has not informed Reiger within 14 days following notification of the price or rate rise that it wishes to make use of this entitlement to dissolve the agreement, Reiger may assume that the consumer has agreed to the price or rate rise.
If in the opinion of Reiger it is necessary for the correct implementation of the agreement, for specific deliveries, Reiger may have work carried out by third parties.
The counterparty must ensure that:
all information necessary for implementation of the agreement is made available to Reiger in good time, in the form required by Reiger;
if work has to be carried out at the location of the counterparty or at a location specified by the counterparty, Reiger is granted access to the location during the previously notified working hours;
the information carriers, electronic files, software, etc. provided to Reiger by the counterparty are free from viruses and/or defects;
the parts, materials, semi-manufactured products, raw materials, etc. which the parties have agreed will be supplied by the counterparty are made available to Reiger in good time and in good condition;
at the location where Reiger and/or third parties insourced by Reiger in the framework of the implementation of the agreement are required to carry out work, all facilities reasonably required by Reiger and/or the third parties referred to hereinabove are present, without any costs being payable therefor.
any goods to be made available to Reiger by the counterparty in the framework of the repair, overhaul or other work, are available to Reiger in good time.
The counterparty will ensure that any information provided is correct and complete and indemnifies Reiger against any claims from third parties arising from the incorrect and/or incomplete nature of this information.
The counterparty will notify Reiger in good time of developments taking place within its (the counterparty’s) organisation and that are or could be relevant for implementation of the agreement.
If the counterparty fails or fails in time to comply with the obligations referred to above, Reiger shall be entitled to suspend implementation of the agreement until the moment that the counterparty has fulfilled its obligations. Any costs relating to the thus arisen delay or lost working hours, the costs for carrying out additional work and other consequences arising therefrom shall be for the account and risk of the counterparty.
If the counterparty fails to comply with its obligation and Reiger is in default in demanding compliance by the counterparty, this shall not influence the entitlement of Reiger to still demand compliance at a later date.
The parties undertake to maintain confidentiality in respect of all information that they have obtained about the other party in the framework of the establishment and implementation of the agreement and in respect of which this party has indicated that the information is confidential or which they could reasonably have known was information that should be dealt with confidentially. The parties will only pass on this information to third parties in as much as necessary for the implementation of the agreement.
Each party shall take all reasonable preventive measures to maintain the secrecy of any confidential information, and shall ensure that its employees and other persons subject to its responsibility, involved in the implementation of the agreement, also comply with this confidentiality obligation.
The confidentiality obligation shall not apply if as a consequence of legislation and/or regulations or in a court judgement, a party is required to make confidential information public, and in that connection is unable to appeal to right of disclosure according to the law or allowed by a court. This exception shall also apply to employees and other persons, as intended in the previous paragraph.
At all times, Reiger is permitted to publish notices about the agreed work and deliveries and to reuse the methods, work processes, etc. used or developed thereby, on condition that the privacy of the counterparty remains guaranteed, or if Reiger has duly obtained permission from the counterparty.
If Reiger operates a privacy statement, the information contained therein will only be used in accordance with the provisions of that statement.
Agreed dates may never be viewed as deadlines. If Reiger fails or fails in time to meet its delivery/handover obligations, the counterparty must issue written notice of default, thereby allowing a reasonable further period to still comply with these obligations.
Reiger is authorised to make deliveries in parts, whereby each part delivery may be separately invoiced.
The risk for goods or documents to be delivered shall transfer to the counterparty at the moment of delivery. This is the moment at which the goods or documents to be delivered leave the premises or warehouse of Reiger or at which Reiger has notified the counterparty that the goods or documents may be collected by the counterparty.
Contrary to the provisions in the previous paragraph, for consumers, the moment of delivery is the moment at which the goods or documents are actually in the possession of the consumer.
Sending or transport of the goods and documents shall take place for the account and risk of the counterparty, and in a manner to be specified by Reiger. Reiger is not liable for damage of whatever nature, whether or not to the goods or documents themselves – relating to sending or transport.
Contrary to the stipulations in the previous paragraph, for consumers, the sending or transport of the goods and documents shall take place for the risk of Reiger, but for the account of the consumer.
If Reiger itself delivers the goods or documents to the counterparty, the risk for the goods or documents shall be transferred at the moment that these goods or documents arrive at the location of the counterparty, and are actually placed in the possession of the counterparty.
If it proves impossible to deliver the documents or the goods to the counterparty, or if the goods are not collected and/or it proves impossible to carry out the work agreed for the order due to a cause within the scope of influence of the counterparty, Reiger reserves the right to store these documents or goods and/or the materials, parts, etc. purchased for the order, for the account and risk of the counterparty. The counterparty must enable Reiger, within a period to be specified by Reiger following notification of the storage, to still deliver the goods or documents, or to still undertake the agreed work, or must still collect the goods or documents, within this period.
If following the period referred to in the previous paragraph the counterparty remains in default of complying with its obligation, the counterparty will immediately be in default. Reiger shall then be entitled to fully or partially dissolve the agreement with immediate effect, by means of written notice, and to sell the goods to third parties or to destroy the already produced documents, without this leading to any obligation upon Reiger to pay compensation, costs and interest. The stipulations hereinabove are without prejudice to the obligation upon the counterparty to pay any (storage) costs, losses due to delay, loss of profit or other damages or the right of Reiger to still demand compliance.
An agreed delivery period shall only commence at the moment that Reiger has received all necessary information and any agreed (pre)payment from the counterparty. If a delay arises in this connection, the delivery period shall be accordingly extended.
If the start, progress or handover/delivery of the work or the agreed delivery of goods is delayed because:
Reiger has not received all information necessary from the counterparty in good time;
Reiger has not received any agreed (pre)payments from the counterparty in good time;
there are other circumstances that are for the account and risk of the counterparty;
Reiger shall be entitled to a reasonable extension of the delivery/handover period and to compensation for the related costs and losses, such as any waiting hours.
Reiger shall make every effort to complete the agreed work and deliveries within the duly agreed and planned time, in as much as this can reasonably be demanded of Reiger. If implementation of the agreement must be brought forward at the request of the counterparty, Reiger shall be entitled to charge any related overtime hours and other costs, to the counterparty.
Reiger is considered as being conversant with the relevant legal regulations and government decisions. Any costs relating to compliance with these regulations and decisions shall be for the account of the counterparty.
If the counterparty wishes changes to be made to the agreed work, Reiger will inform the counterparty of the consequences of these changes for the agreed prices, rates and delivery/handover dates.
If during implementation of the agreement it emerges that the work and/or delivery cannot be undertaken in the agreed manner as a result of unforeseen circumstances, Reiger will consult with the counterparty about changes to the agreement. Reiger will thereby notify the counterparty of the consequences of the changes for the agreed prices, rates and the handover/delivery dates. If implementation of the agreement has become impossible as a consequence thereof, Reiger shall under all circumstances be entitled to full payment for all work and delivery is already undertaken by Reiger.
The counterparty will at all times carefully inspect any draft version of documents to be produced by Reiger and notify Reiger of its reaction as quickly as possible. If necessary, the draft will be altered by Reiger and once again submitted to the counterparty for approval. Reiger can thereby demand that the definitive version of the documents produced be initialled by the counterparty as approved, on each page, or that the counterparty sign a written statement of approval of the definitive version. The counterparty is only permitted to make use of the produced documents after Reiger has received the initialled definitive version or the written statement of approval.
If Reiger wishes to make further changes to already approved documents, this shall be considered additional work, and Reiger shall be entitled to charge any resultant additional costs to the counterparty.
Additional work shall be taken to mean: all additional work and deliveries carried out at the request of the counterparty or arising necessarily from the work, which is not included in the offer, quotation or order.
Additional and less work must be agreed in writing between Reiger and the counterparty. Reiger is only bound by verbal agreements after they have been confirmed in writing to the counterparty or as soon as Reiger – without objection by the counterparty – has started on the implementation of these agreements.
Settlement of additional and less work shall take place:
in the case of changes to the original order;
in the event of unforeseen cost rises or reductions.
Settlement of less and/or additional work shall take place immediately with the final invoice, unless the parties have agreed otherwise, in writing.
In respect of goods to be developed to order by Reiger, Reiger will notify the counterparty that the work on the developed good has been concluded and that said good is ready for use.
The good to be developed will be considered as having been handed over in accordance with the agreement, if it is made available to the counterparty, and the counterparty has checked and approved the operation of the good, or has checked and approved the specifications, characteristics, qualities, etc. agreed for the good, with Reiger.
The good to be developed will also be considered as having been handed over in accordance with the agreement if within a period of 2 weeks following notification that the work on the developed good has been concluded, the counterparty has not complained to Reiger, or as much earlier as the counterparty has put the developed good into use, prior to that date.
Work not yet undertaken or not yet completed by third parties called in by or on behalf of the counterparty, which influences the correct use of the developed good, shall have no influence on the handover of that good.
If following handover by Reiger the counterparty still wishes to have changes made to the developed good, this shall be identified as additional work. At that time, Reiger shall be authorised to charge any resultant costs and/or the time to be spent on said changes, to the counterparty.
If following the handover as intended in this article, the counterparty still observes defects, imperfections, etc., these shall be subject to the provisions of the complaint article contained in present General Terms and Conditions.
The counterparty must inspect the delivered goods immediately following receipt and report any visible shortcomings, defects, damage and/or deviations in numbers on the waybill or accompanying bill of lading. In the absence of a waybill or bill of lading, the counterparty must report the faults, defects, etc. to Reiger within 2 working days following receipt, followed by a written confirmation thereof. In the absence of such notice, the goods will be considered to have been received in good condition, and to comply with the agreement.
Other complaints about the delivered goods must be notified to Reiger in writing immediately following discovery – but at the latest within the agreed warranty period. If no explicit warranty period is agreed, a period of 6 months following delivery will apply.
The counterparty must check the documents delivered by Reiger – which have not yet been first submitted to the counterparty in draft form – immediately following receipt. Any visible errors and/or shortcomings which could reasonably be observed during a first inspection must be notified to Reiger at the latest within 1 week following receipt of the documents, followed by a written confirmation thereof. In the absence of such notice, the documents received shall be considered to be legible and complete, and to comply with the agreement.
All complaints about the work carried out must also be notified to Reiger immediately following their discovery – but at the latest within the (warranty) period provided by Reiger following handover, followed by a written confirmation thereof. If no (warranty) period is agreed, a (warranty) period of 6 months will apply. In the absence of such notice, the work will be considered to have been undertaken according to the agreement.
If a complaint is not reported to Reiger within the period stated in the previous paragraphs, no appeal shall be possible subject to any agreed warranty. All consequences of non-immediate reporting shall furthermore be for the risk of the counterparty.
Complaints will not suspend the payment obligation upon the counterparty.
The previous paragraph does not apply to consumers.
The counterparty must allow Reiger to investigate the complaint and must duly issue all relevant information to Reiger. If return delivery is necessary for investigation into the complaint, this shall take place for the account of the counterparty, unless the complaint is subsequently demonstrated to have been well-founded. Transport risk shall at all times be for the counterparty.
In all cases, return delivery will take place in a manner to be determined by Reiger, and in the original packaging or wrapping.
No complaints are possible about goods the nature and composition of which have been altered by the counterparty following receipt, or which have been fully or partially processed.
No complaints are possible about errors and/or shortcomings in approved documents which errors and/or shortcomings the counterparty could have observed in the event of careful inspection of the first draft.
Reiger will ensure that the agreed deliveries are undertaken correctly and in accordance with the standards applicable in its sector, but in respect of these deliveries will never issue a warranty that goes further than the conditions expressly agreed between the parties.
During the warranty period, Reiger shall guarantee the standard normal quality and soundness of the items delivered.
In making use of the raw materials, materials and/or parts required for the production of the goods, Reiger will base its activities on the information provided by the manufacturer or supplier of these raw materials, materials and/or parts concerning their characteristics. On the basis of the above, Reiger shall not be liable for damage of whatever nature arising in connection with the processed raw materials, materials and/or parts. If a guarantee is issued by the manufacturer or supplier for the delivered raw materials, materials and/or parts, that guarantee shall apply in the same manner between the parties. Reiger will duly notify the counterparty.
If the purpose for which the counterparty wishes to process or use the goods deviates from the standard use of these goods, Reiger will only guarantee that the goods are suitable for this purpose, if Reiger has duly issued a written confirmation to the counterparty.
If the delivered goods are used for sport purposes (for example specific races), this may influence the warranty period issued by Reiger and the content of the issued warranty. At all times, Reiger shall only issue warranties on the basis of the information received by Reiger from the counterparty with or in the framework of an order concerning the intended use of the goods, or on the basis of information concerning intended use as contained in the order confirmation. Any warranty issued by Reiger will expire if the counterparty processes or uses the goods or has them used other than specified in or with the order or order conformation.
Without prejudice to the provisions of the previous paragraphs of this article, all warranties shall expire if the counterparty does not carry out or have carried out the standard and necessary maintenance on the delivered goods, in good time.
If the order consists of processing (repairing, overhauling, etc.) goods supplied by the counterparty, during a period of 6 months following implementation of this work, Reiger will guarantee the soundness of the work undertaken
No appeal to any warranty is possible as long as the counterparty has not paid the agreed price or payment for the goods or work.
The previous paragraph does not apply to consumers.
In the event of a rightful appeal to the warranty – at its own discretion – free of charge, Reiger will undertake to repair or replace the goods, to still correctly implement the agreed work or to make repayment or issue a discount on the agreed price. In the event of additional damage, the provisions of the liability article contained in these General Terms and Conditions will duly apply.
Contrary to the provisions of the previous paragraph, a consumer will be free to choose between repair or replacement of the goods or to still demand correct implementation of the agreed work, unless this cannot reasonably be demanded of Reiger. Instead, the consumer may at any time dissolve the agreement by written notice, or demand a discount on the agreed price.
Beyond the guarantees explicitly agreed or issued by Reiger, Reiger shall accept no liability whatsoever.
Without prejudice to the provisions in the previous paragraph, Reiger shall only be liable for direct damage or losses. All liability of Reiger for consequential losses, such as business losses, loss of profit and/or losses suffered, losses due to delay and/or physical or personal injury shall be expressly excluded.
The counterparty must take all measures necessary for preventing or limiting the losses.
If Reiger is liable for losses or damages suffered by the counterparty, the compensation obligation upon Reiger is always restricted to not more than the amount paid out by its insurer, for the case in question. If the insurer does not make payment or the losses are not covered by insurance taken out by Reiger, the compensation obligation upon Reiger is restricted to not more than the invoice amount for the delivered goods or work undertaken.
At the latest within 6 months after he becomes aware of or could have become aware of the losses suffered, the counterparty must duly claim for those losses, against Reiger.
Contrary to the provisions of the previous paragraph, a period of 1 year applies for consumers.
Reiger is not liable, and the counterparty can make no appeal to any applicable warranty if the damage occurs due to:
inexpert use or use contrary to the intended purpose of the delivered goods or to the instructions, advice, instructions for use, etc. issued by or on behalf of Reiger;
inexpert keeping (storage) or maintenance of the goods;
errors or shortcomings in the information issued by or on behalf of the counterparty to Reiger;
normal wear, erosion or corrosion;
ageing and/or degradation of the goods due to external influences other than those influences which the goods should normally be able to withstand;
indications or instructions by or on behalf of the counterparty;
consequences of choices made by the counterparty in respect of the goods to be delivered;
choices made by the counterparty in respect of the goods to be delivered;
repairs or other work or processes carried out on the goods delivered by or on behalf of the counterparty, without express prior permission from Reiger.
In the cases summarised in the previous paragraph, the counterparty shall be fully liable for all resultant damages and shall expressly indemnify Reiger against all claims from third parties for compensation for these losses.
The restrictions on liability listed in this article will not apply if the damages are attributed to deliberate intent and/or wilful recklessness by Reiger or the management personnel at Board level or if mandatory legal provisions dictate otherwise. Only in these cases will Reiger indemnify the counterparty against any claims from third parties against the counterparty.
Reiger shall at all times be entitled to demand (partial) prepayment or to demand any security for payment by the counterparty.
Payment must be made within an expiry period of 8 days following the invoice date, unless another payment period has been agreed in writing, between the parties. In that connection, the correctness of an invoice will be assumed if within this payment period the counterparty has not issued an objection.
If following expiry of the period as intended in the previous paragraph an invoice has not been fully paid or no automatic direct debit has been possible, the counterparty shall owe to Reiger delay interest in the amount of 2% per month, to be calculated cumulatively on the principal amount. Parts of a month shall thereby be considered a full month.
If payment is still not made following reminder by Reiger, Reiger shall further be entitled to charge to the counterparty extrajudicial collection costs in the amount of 15% of the invoice amount, with a minimum of € 150.
If the counterparty fails to make full payment, Reiger shall be entitled, without further notice of default, to dissolve the agreement by issuing a written notice, or to suspend its obligations from the agreement, until the counterparty has made payment, or has issued sound security for payment. The right of suspension referred to above shall also accrue to Reiger if even before the counterparty is in default of making payment, Reiger has good reason to doubt the creditworthiness of the counterparty.
Payments made by the counterparty shall first be deducted by Reiger from all interest and costs payable, and subsequently from the oldest outstanding demandable invoices, unless upon payment the counterparty states in writing that the payment relates to a later invoice.
The counterparty is not permitted to set off claims from Reiger against any counterclaim the counterparty may have against Reiger. This also applies if the counterparty applies for (provisional) moratorium, or is declared bankrupt.
Reiger shall at all times be entitled to demand (partial) prepayment or any security for payment from the consumer. The requested prepayment will not exceed 50% of the agreed price.
Payment must be made within an expiry period of 8 days following the invoice date, unless the parties have agreed another payment period, in writing. The correctness of an invoice will be assumed, if the consumer has not issued an objection within this payment period.
If following expiry of the period as intended in the previous paragraph an invoice has not been fully paid or no automatic direct debit has been possible, the consumer will owe to Reiger delay interest in the amount of 2% per month, to be calculated cumulatively on the principal amount. Parts of a month will be considered a full month.
If following reminder by Reiger payment is still not made, Reiger is furthermore entitled to charge extrajudicial collection costs to the consumer. In that connection, Reiger will in its reminder as referred to above allow the consumer a further period of at least 14 days to still make payment.
The extrajudicial collection costs as referred to in the previous paragraph amount to:
15% of the total principal amount for the first € 2,500 of the claim (with a minimum of €40);
10% of the total principal amount for the next € 2,500 of the claim;
5% of the total principal amount for the next € 5,000 of the claim;
1% of the amount of the principal amount for the next € 190,000 of the claim;
0.5% of any further principal amount.
All these amounts with an absolute maximum of € 6,775.
For the calculation of the extrajudicial collection costs, after expiry of 1 year, Reiger shall be entitled to raise the principal amount of the claim by the total cumulative delay interest in that year, in accordance with paragraph 3 of this article.
If the consumer continues to fail to make full payment, Reiger shall be authorised to terminate the agreement without further notice of default by issuing written notice, or to suspend its obligations arising from the agreement, until the consumer has made payment or has issued sound security for payment. The right of suspension referred to hereinabove shall also accrue to Reiger if, even before the consumer is in default of making payment, Reiger has sound reason to doubt the creditworthiness of the consumer.
Payments made by the consumer will first be deducted by Reiger from all interest and costs payable, and subsequently from the oldest outstanding demandable invoices, unless the consumer states in writing with the payment that the payment relates to a later invoice.
Reiger reserves ownership of all goods delivered and still to be delivered according to the agreement, until the moment at which the counterparty has fulfilled all its payment obligations to Reiger.
The payment obligations as intended in the previous paragraph consist of payment of the purchase price for the goods, plus any claim for work undertaken relating to the delivery and claims for attributable shortcomings by the counterparty in complying with its obligations, such as claims to pay compensation, extrajudicial collection costs, interest and any penalties.
If the delivery relates to identical, non-identifiable goods, on each occasion, the batch of goods relating to the oldest invoices will be considered as having been first sold. The reservation of ownership therefore always relates to all delivered goods which at the moment of invoking the reservation of ownership are still held in the stock, store and/or inventory of the counterparty.
Goods subject to reservation of ownership may be sold on by the counterparty in the framework of the normal exercising of its business, on condition that the counterparty has also demanded reservation of ownership on the delivered goods, from its customers.
As long as the delivered goods are subject to reservation of ownership, the counterparty may not in any way pledge the goods, or place them under the (effective) control of a financier, by means of pledging lists.
The counterparty must immediately notify Reiger in writing if third parties claim to have ownership or other rights to the goods subject to a reservation of ownership.
The counterparty must store the goods carefully and identifiably as the property of Reiger, as long as they are subject to the reservation of ownership.
The counterparty must ensure business and contents insurance such that the goods delivered subject to reservation of ownership are at all times also insured and, at the first request, will grant Reiger access to the insurance policy and the accompanying proof of premium payment.
If the counterparty acts in violation of the provisions of this article, or if Reiger appeals to its reservation of ownership, Reiger and its employees will be irrevocably entitled to enter the premises of the counterparty, and to repossess the goods delivered subject to reservation of ownership. This shall apply without prejudice to the right to Reiger to demand compensation for damage, loss of profits and interest, and the right to dissolve the agreement without further notice of default, by issuing written notice.
Reiger is and remains rights holder to all international intellectual property rights applicable to, arising from, relating to and/or belonging to the goods delivered by Reiger in the framework of the agreement, unless otherwise agreed in writing by the parties. The exercising of these rights is reserved expressly and exclusively to Reiger both during and following completion of the implementation of the agreement.
This means amongst other things that the counterparty may not copy, alter, reproduce, etc. the goods delivered by Reiger or parts thereof, without prior written permission from Reiger.
The counterparty guarantees that any documents and files issued by him to Reiger represent no infringement of the copyright or any other intellectual property right of third parties. The counterparty is liable for any damages suffered by Reiger as a result of such infringement, and indemnifies Reiger against claims from any such third parties.
Reiger is authorised to suspend the issue of the ordered goods and documents which it has produced for the counterparty in connection with the implementation of the agreement, and the return of documents and goods from the counterparty which Reiger has in its possession for assembly, maintenance or repair if and for the period that:
the counterparty has not or not fully paid the costs for the work on these goods;
the counterparty has not or not fully paid the costs for work previously undertaken by Reiger on the goods;
the counterparty has not or not fully paid other demandable claims arising from the contractual relationship with Reiger.
Reiger is not liable for any damage – of whatever nature – arising from the right of retention exercised by Reiger.
Reiger shall at at all times be entitled to dissolve the agreement without further notice of default, by issuing written notice to the counterparty, at the moment at which the counterparty:
is declared bankrupt or an application for his bankruptcy is issued;
applies for (a temporary) moratorium;
is placed under attachment under a warrant of execution;
is placed under guardianship or administration;
otherwise looses power of disposition or power of action in respect of its assets or part thereof.
The counterparty must always inform the guardian or receiver of the (content of the) agreement and present General Terms and Conditions.
In the event of force majeure on the part of the counterparty or Reiger, Reiger shall be entitled to dissolve the agreement by issuing a written statement to the counterparty or to suspend compliance with its obligations in respect of the counterparty for a reasonable period, without being required to pay any compensation.
Force majeure on the part of Reiger, in the framework of present General Terms and Conditions, shall be taken to mean: a non-attributable shortcoming on the part of Reiger, third parties or suppliers insourced by Reiger or other compelling grounds on the part of Reiger.
Circumstances which shall be considered as representing force majeure on the part of Reiger shall include: war, unrest, mobilisation, domestic and foreign disturbances, government measures, strikes within the organisation of Reiger and/or the counterparty or threat of these and similar circumstances, disruptions to the currency exchange rate existing at the moment of establishment of the agreement, business interruptions due to fire, break-in, sabotage, breakdown of electricity, Internet or telephone connections, natural phenomena, (natural) disasters, etc. and due to weather conditions, roadblocks, accidents, import and export-hindering measures, etc. and the occurrence of transport difficulties and delivery problems.
If the force majeure situation occurs after the agreement has already partially been implemented, the counterparty must under all circumstances comply with its obligations in respect of Reiger, up to that moment.
If the counterparty wishes to cancel the agreement prior to or during implementation thereof, the counterparty will owe to Reiger compensation still to be determined by Reiger. This compensation shall encompass all costs incurred by Reiger and all losses suffered by Reiger due to the cancellation, including loss of profit. Reiger shall be entitled to fix the compensation and – at its discretion and depending on the deliveries already made – to charge between 20 and 100% of the agreed price to the counterparty.
In respect of third parties, the counterparty is liable for the consequences of the cancellation, and will indemnify Reiger against all resultant claims from these third parties.
Reiger shall be entitled to set off all amounts paid by the counterparty against the compensation payable by the counterparty.
In the event of suspension of implementation of the agreement at the request of the counterparty, all costs incurred at that moment shall be immediately demandable, and Reiger may charge these costs to the counterparty. Reiger may also charge to the counterparty all costs incurred or to be incurred during the period of suspension.
If the implementation of the agreement cannot be resumed following the agreed period of suspension, Reiger shall be entitled to dissolve the agreement by means of written notice to the counterparty. If the implementation of the agreement is resumed following the agreed period of suspension, the counterparty must pay to Reiger any costs arising from this resumption.
The agreement entered into between Reiger and the counterparty is exclusively subject to Dutch law.
The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
Any disputes will be submitted to the competent court in the place of establishment of Reiger, albeit that Reiger at all times reserves the right to submit a dispute to the competent court in the place of establishment of the counterparty.
The consumer may always opt to submit the dispute to the legally competent court, on condition that he (the consumer) duly notifies Reiger of this choice, in good time. In good time should in this connection be taken to mean: within one month after Reiger has notified the consumer in writing of its wish to submit the dispute to the court in its (Reiger’s) place of establishment.
If the counterparty is established outside the Netherlands, Reiger shall be entitled to opt to submit the dispute to the competent court in the country or state in which the counterparty is established.
Date: 14 September 2012