General terms

Article 1: Applicability, definitions

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.

Article 2: Offers, quotations, prices

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.

Article 3: Establishment of agreements

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;
verbal agreements;
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.

Article 4: Payment, prices, rate

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.

Article 5: Insourcing of third parties

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.

Article 6: Obligations upon the counterparty

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.

Article 7: Confidential information

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.

Article 8: Delivery, term of delivery/handover

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.

Article 9: Progress, implementation of the agreement

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.

Article 10: Less and additional work

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.

Article 11: Handover and approval

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.

Article 12: Complaints and return deliveries

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.