General Terms and Conditions

General terms and conditions Reuzado Version 1.8

Article 1 Applicability, definitions

These terms and conditions apply to all offers and all agreements of purchase and sale of products and/or provision of services by the relevant entity of Reuzado that uses and has declared these terms and conditions applicable, hereinafter referred to as “the user”.

The buyer of goods or purchaser of the services provided by the user shall be further referred to as “the other party”.
The user and the other party shall be referred to jointly as “the parties” and each separately as “the party”.
In these general terms and conditions, “in writing” means by letter, e-mail or any other means of (electronic) communication that can be equated with this in view of the state of the art and generally accepted standards.

The possible inapplicability of (part of) a provision of these general terms and conditions shall not affect the applicability of the remaining provisions. If any provision of the agreement is null and void or annulled, the other provisions of the agreement shall remain in full force and effect. The parties shall replace the void or voided provisions by new provisions, taking into account as much as possible the purpose and meaning of the void or voided provision.

These general terms and conditions also apply to repeat orders or partial orders resulting from the agreement.
If the user has already provided the other party with these general terms and conditions several times, there is a permanent business relationship. The user does not have to provide the general terms and conditions each time in order for them to apply to subsequent agreements.

Article 2 Conclusion of agreements

The agreement is concluded after the other party has accepted the offer made by the user, even if this acceptance deviates from the offer on minor points. However, if the other party's acceptance deviates from the offer on essential points, the contract shall only be concluded if the user has expressly agreed to these deviations in writing.

If the Other Party issues an assignment or places an order to the User without a prior offer, the User shall not be bound by this assignment or order until it has confirmed it to the Other Party in writing.
The user shall only be bound by verbal agreements after he has confirmed them to the other party in writing or as soon as the user - without objection from the other party - has started implementing these agreements.

Additions or amendments to the general terms and conditions or the agreement shall not be binding on the user until they have been confirmed to the other party in writing. The application of Article 227b paragraph 1 and 227c of Book 6 of the Dutch Civil Code is excluded.

Article 3 Offers, quotations, prices

All offers or quotations of the user are non-binding and valid for the duration of 30 days from the offer date, unless they contain a different period for acceptance. The user is not obliged to accept an acceptance after the expiry of this period, but if the user does so, the agreement will still be concluded.

The prices stated in the offers and quotations are exclusive of VAT and any costs, such as transport costs, shipping costs, administration costs and invoices from third parties called in. A compound quotation does not oblige the user to deliver part of the offer included in this quotation at a corresponding part of the price.

If the offer is based on data provided by the other party and these data prove to be incorrect or incomplete or change afterwards, the user shall be entitled to adjust the prices and/or delivery terms stated in the offer.
Offers, quotations and prices do not automatically apply to repeat orders.

Samples and models shown and/or provided, statements of colours, dimensions, weights and other descriptions in brochures, promotional material and/or on the user's website are as accurate as possible, but are only indicative. The other party cannot derive any rights from these. The samples and models referred to in the previous paragraph shall remain the User's property and must be returned to the User at the Other Party's first request and expense.

If between the date of concluding the agreement and its execution (cost) price increasing circumstances occur for the user as a result of legislation and regulations, currency fluctuations or price changes at the third parties or suppliers engaged by the user, etc., the user shall be entitled to increase the agreed price accordingly and charge it to the other party.

If there is a periodic payment obligation of the other party, the user shall be entitled to increase the agreed fees once a year - for the first time as of January of the year following the year in which the agreement commenced, unless another date is specified in the agreement - with a percentage (at the user's discretion) no higher than the CBS Consumer Price Index or Service Price Index (based on the annual average of or specific month from the previous year), most recent series, as published by Statistics Netherlands.

The user shall be entitled to apply this power of change retroactively each year, provided that the user announces the change to the other party in such case no later than in the month of July. In the event of a price reduction, the other party shall not be entitled to terminate the agreement.

Article 4 Performance of services

• User shall execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good craftsmanship. All this on the basis of the then known state of science in the Netherlands.
• User shall determine the manner of the agreement, unless otherwise expressly agreed in writing between the parties.
• User is not liable for damage, of whatever nature, because user has relied on incorrect and/or incomplete data provided by the other party, unless user should have been aware of such incorrectness or incompleteness.
• The user is entitled to engage third parties in the execution of the agreement. Any related costs shall be borne by the other party only if agreed in advance.
• If the other party has reserved the delivery of certain materials and/or the execution of certain parts of the work to itself, the other party shall be liable for untimely delivery or untimely execution thereof.
• The other party shall ensure that all data and approvals, which the user indicates are necessary or which the other party should reasonably understand are necessary for the performance of the agreement, are provided to the user in good time.
• If the data and approvals required for the execution of the meeting are not provided to user in time, user shall be entitled to suspend the execution of the agreement and/or to charge the other party for the additional costs resulting from the delay according to the usual rates.
• If the commencement or progress of the work is delayed due to factors for which the other party is responsible, the damage and costs resulting therefrom for user shall be compensated by the other party.
• If user or third parties engaged by user within the scope of the assignment perform work at the other party's site or at a location designated by the other party, the other party shall provide the facilities reasonably required by those employees free of charge.
• The other party shall ensure that user has timely access to:the building where the work is to be performed.
  sufficient opportunity for supply, storage and/or disposal of materials and resources.
  connection facilities for electrical equipment.
• The other party indemnifies user against any claims by third parties, who suffer damage in connection with the execution of the agreement and which damage is attributable to the other party.
• User may increase the price if, during execution, it appears that the originally agreed or expected amount of work exceeds by 10% or more so that user cannot reasonably be expected to perform the agreed work at the originally agreed price.
• User may pass on price increases after 3 months, if between the time of offer or quotation and execution of the agreement/delivery price changes of more than 10% have occurred with regard to e.g. social security charges, turnover tax, exchange rates, wages, raw materials, semi-manufactured products or packaging materials.

Article 5 Obligations of the other party

The other party must ensure that it provides the user with all the data required for the execution of the agreement in time in the manner desired by the user and that these data are correct and complete.

Article 6 Delivery, delivery periods

Agreed terms of delivery may never be regarded as deadlines. If the user fails to fulfil his delivery obligations under the agreement or fails to do so in time, he must be put in default in writing by the other party, whereby he shall be granted a reasonable period to still fulfil his delivery obligations.

The user is entitled to deliver in parts, whereby each partial delivery may be invoiced separately by the user.

Dispatch and/or transport of the ordered goods shall take place in a manner to be determined by the user, but at the expense and risk of the other party. The user is not liable for any damage, of whatever nature - whether or not to the goods themselves - related to the shipment and/or transport.

If, due to a cause within the sphere of risk of the other party, it turns out not to be possible to deliver the goods (in the agreed manner) to the other party or if the goods are not collected, the user shall be entitled to store the goods at the expense and risk of the other party. Unless the user has explicitly set a different term in writing, the other party must enable the user to deliver the goods within 1 month after notification of the storage or the other party must collect the goods within this term.

If the other party remains in default of its obligation to take delivery after the expiry of the term mentioned in paragraph 4 of this article, it shall immediately be in default. The user shall then be entitled to dissolve the agreement in full or in part with immediate effect, without judicial intervention, by means of a written statement and to sell the goods to third parties. All this without any obligation arising for the user to compensate for damage, costs and interest.
The foregoing shall not affect the other party's obligation to compensate any (storage) costs, delay damage, transport costs, loss of profit or other damage.

The user cannot be obliged to start delivery of the goods before it has received all necessary data and any agreed (advance) payment from the other party. If this causes a delay, the delivery periods shall be extended proportionally.

Article 7 Packaging

If the goods are delivered by the user in packaging intended for multiple use, the packaging shall remain the property of the user. This packaging may not be used by the other party for purposes other than that for which it is intended.

The User shall be entitled to charge the Other Party a fee for this packaging. If the Other Party returns the packaging carriage paid within the agreed period, the User shall be obliged to take back this packaging and the User shall refund the fee charged to the Other Party.

If packaging has been damaged, incomplete or lost, the other party shall be liable for this damage and its right to reimbursement shall lapse.

If the damage referred to in paragraph 3 of this article exceeds the fee charged, the user shall be entitled not to take back the packaging. The user may then charge the packaging to the other party at cost price, less the fee paid by the other party.

If packaging is intended to be used only once, the user need not take back the packaging and shall be entitled to leave this packaging with the other party. Any costs for disposing of this packaging shall then be for the other party's account.

Article 8 Complaints and returns

The other party shall be obliged to check the delivered goods immediately upon receipt and to state any visible defects, faults, damage and/or deviations in numbers on the waybill or accompanying note. In the absence of a waybill or accompanying note, the other party must report the defects, faults, etc. to the user in writing within 24 hours of receiving the goods.

Other complaints must be reported in writing to the user immediately after discovery - but no later than within the agreed guarantee period. All consequences of not immediately reporting are at the other party's risk. If no explicit guarantee period has been agreed, a period of 1 year after delivery shall apply.

If a complaint has not been reported to the user within the periods mentioned in the previous paragraphs, the goods shall be deemed to have been received in good condition and to comply with the agreement. In such case, no appeal is possible to any agreed guarantee.

Goods ordered shall be delivered in the wholesale packaging in stock at the user. Minor deviations accepted in the sector with regard to sizes, weights, quantities, colours, etc. do not apply as a shortcoming on the part of the user. No warranty claims shall be possible. Complaints shall not suspend the other party's obligation to pay.
The other party must enable the user to investigate the complaint and in this context provide the user with all information relevant to the complaint. If return shipment is necessary to investigate the complaint, this shall take place at the expense and risk of the other party, unless the complaint turns out to be justified afterwards.

In all cases, the goods will be returned in a manner to be determined by the user and in the original packaging.

• No complaints are possible regarding imperfections in or properties of products manufactured from natural materials, if these imperfections or properties are inherent to the nature of these materials.
• No complaints are possible regarding discolouration and minor colour deviations between them.
• No complaints shall be possible regarding goods which, after receipt by the other party, have changed in nature and/or composition or have been fully or partially processed or are no longer in their original packaging.

Article 9 Warranties new equipment

The user shall ensure that the agreed deliveries are carried out properly and in accordance with the standards applicable in its line of business, but shall never give a more extensive guarantee in this respect than as expressly agreed between the parties.

During the guarantee period, the user guarantees the usual normal quality and soundness of the delivered goods.
If a guarantee has been issued by the manufacturer or supplier for the goods delivered by the user, that guarantee shall apply equally between the parties. The user shall inform the other party accordingly.

The user does not guarantee and shall never be deemed to have guaranteed that the items delivered are suitable for the purpose for which the other party wishes to treat, process, have used or use them, unless he has expressly confirmed this to the other party in writing.

In case the other party justly invokes the guarantee provisions, the user shall take care of repair or replacement of the good free of charge or shall refund or reduce the agreed purchase price. All this at the discretion of the user. If there is any additional damage, the provisions of the liability article included in these general terms and conditions shall apply.

The warranty is by default a carry-in warranty, unless stated otherwise. If no explicit warranty period is agreed, a period of 1 year after delivery applies.

Article 10 Warranties refurbished equipment

The equipment processed, assembled by user shall comply with the technical specifications given by his user for the duration of 5 days after delivery.

The user shall provide the other party, with regard to the operation of the equipment on repair a guarantee of 30 days, unless the parties have agreed otherwise in writing.

This guarantee can only be invoked if the other party reports the defect to the user within 48 hours of discovering it, so that the other party can respond adequately.

A warranty claim must be made in writing, accompanied by the purchase invoice and/or repair invoice number and the RMA form incl. number provided by user. The other party must also present the purchased item to the user for inspection, so that the user can investigate whether the defect falls within the guarantee. Shipment and return always take place at the expense and risk of the other party.

This warranty is limited to:

• manufacturing defects and therefore does not include damage resulting from improper, careless or inexpert use by the other party or a third party.
• deliveries to counterparties in the Netherlands.
• to repair and restore the case.
• manufacturer's warranty of the parts.

This warranty is void:

• on resale by the consumer to a third party of the delivered goods, unless the parties have expressly agreed otherwise.
• in case of processing, modification, mixing, alteration or repair by a third party to or of the delivered goods.
  by not using and maintaining the delivered product in accordance with the instructions for use.
• if the product's RID number stickers have been removed or are missing.
• As long as the other party does not fulfil its obligations arising from the agreements concluded by the parties, it cannot invoke this warranty provision.

Article 11 Transfer of risk

The risk of loss of or damage to the goods delivered by the user to the other party under the agreement shall pass to the other party at the moment these goods are legally and/or actually delivered to the other party and thereby brought under the control of the other party or of a third party to be designated by the other party, or at the moment the goods are ready for delivery, all this after the other party has been informed thereof in writing.

If user arranges for transport of the goods that are the subject of the agreement, this shall take place entirely at other party's expense and risk. The other party must ensure proper insurance.
The other party must, before presenting an item for repair, back up/copy/shadow files of the files located in the item. User cannot be held responsible for loss of these files.

Insurance of any kind shall only be taken care of at the expense and risk of the other party and only after written assignment and written acceptance thereof by user. The order for insurance must accurately state the risks to be insured against, as otherwise the order will be considered not given or not accepted. The user or carrier will always be entitled to refuse an order for insurance for important reasons. The above applies mutatis mutandis if the user stores goods for the benefit of the other party. Without written acceptance by the user of an assignment by the other party to take out insurance, the user shall not be obliged to take out insurance on behalf of the other party. The other party shall therefore in principle be obliged to arrange for adequate (storage) insurance, even if the agreement includes storage or keeping of goods belonging to the other party.

Acceptance or refusal of the risk offered is done by the insurer. User and carrier have no say in this.

Article 12 Liability

Outside the guarantees explicitly agreed upon or given by the user, the user does not accept any liability.
Without prejudice to the provisions of paragraph 1 of this article, the user shall only be liable for direct damage. Any liability of the user for consequential damage, such as trading loss, loss of profits and/or losses suffered, damage caused by delay and/or personal or bodily injury, is expressly excluded.

The other party is obliged to take all measures necessary to prevent or limit the damage.
If the user is liable for damage suffered by the other party, the user's obligation to pay compensation shall at all times be limited to a maximum of the amount paid by its insurer in the relevant case. In case the user's insurer does not pay out or the damage is not covered by any insurance taken out by the user, the user's obligation to pay compensation shall be limited to a maximum of the invoice amount for the goods delivered.

The other party must hold the user liable for the damage suffered by him no later than 6 months after he has become aware or could have become aware of it.

The other party may not invoke the guarantee or hold the user liable on other grounds if damage has occurred:

• through incompetent use or use contrary to the intended purpose of the delivered product or the instructions, advice, directions for use, leaflets, etc. provided by or on behalf of the user;
• due to improper preservation (storage) of the delivered goods;
• due to errors or omissions in the data provided to the user by or on behalf of the other party;
• by directions or instructions from or on behalf of the other party;
• because repairs and/or other work or operations have been carried out on the delivered goods by or on behalf of the other party, without the express prior consent of the user.

In the cases listed in paragraph 6 of this article, the other party is fully liable for all resulting damage and explicitly indemnifies the user against all third-party claims for compensation of this damage.
The limitations of liability included in this article do not apply if the damage is due to intent and/or conscious recklessness on the part of the user or his managerial staff at board level or if mandatory statutory provisions dictate otherwise. Only in these cases shall the user indemnify the other party against any third-party claims against the other party.

Article 13 Payment

The user shall at all times be entitled to demand (partial) advance payment or any other security for payment from the other party. Payment should be made within a due date of 30 days from the invoice date, unless parties have explicitly agreed otherwise in writing. Thereby, the correctness of an invoice is established if the other party has not objected within this payment term.

If an invoice has not been paid in full after expiry of the period referred to in paragraph 2, the other party shall owe the user default interest in the amount of 2% per month, to be calculated cumulatively over the principal sum. Parts of a month shall be counted as full months. If payment is still not made after a reminder by the user, the user shall also be entitled to charge the other party extrajudicial collection costs.

The extrajudicial collection costs referred to in paragraph 4 shall amount to a maximum of €25,000.00 for claims with a principal amount:

• 15% of the amount of the principal over the first €2,500.00 of the claim (with a minimum of €40.00);
• 10% of the amount of the principal over the next €2,500.00 of the claim;
• 5% of the amount of the principal over the next €5,000.00 of the claim;
• 1% of the amount of the principal over the next €15,000.00 of the claim.

If the principal sum exceeds € 25,000.00, the user shall be entitled to charge the other party extrajudicial collection costs in accordance with paragraph 5 of this article over the first € 25,000.00 and to charge the other party extrajudicial collection costs in the amount of 10% over that excess.

For the calculation of the extrajudicial collection costs, the user is entitled to increase the principal amount of the claim after expiry of 1 year by the cumulative default interest accrued in that year in accordance with paragraph 3 of this article.
If the other party fails to pay in full, the user shall be entitled to dissolve the agreement by means of a written statement, without further notice of default or judicial intervention, or to suspend his obligations under the agreement until payment has been made or the other party has provided sound security for this. The user shall also have the aforementioned right of suspension if, even before the other party is in default of payment, he has sound reasons to doubt the other party's creditworthiness.

Payments made by the other party shall first be deducted by the user from all interest and costs due and subsequently from the due and payable invoices that have been outstanding the longest, unless the other party explicitly states in writing upon payment that the payment relates to a later invoice.
The other party shall not be entitled to set off claims from the user against any counterclaims it has against the user. This also applies if the other party applies for (provisional) suspension of payment or is declared bankrupt.

Article 14 Retention of title

The user retains ownership of all goods delivered and to be delivered under the agreement until the other party has fulfilled all its payment obligations towards the user.
The payment obligations referred to in paragraph 1 consist of payment of the purchase price of the goods delivered and still to be delivered, plus claims in respect of work carried out in connection with the delivery and claims for attributable failure by the other party to fulfil its obligations, including payment of damages, extrajudicial collection costs, interest and any penalties.

If it concerns the delivery of identical, non-indivisible goods, the batch of goods belonging to the oldest invoices shall always be deemed to have been sold first. The retention of title therefore always applies in any case to all delivered goods which are still in the stock, shop and/or inventory of the other party at the time the retention of title is invoked.
Goods subject to retention of title may be resold by the other party in the normal course of business, provided that it has also stipulated retention of title on the delivered goods with respect to its customers.
As long as the delivered goods are subject to retention of title, the other party is not authorised to pledge these goods in any way or to place them under the effective control of a financier.

The other party shall be obliged to inform the user immediately in writing if third parties claim to have ownership or other rights to the goods subject to retention of title. The other party shall be obliged to keep the items subject to retention of title carefully and as identifiable property of the user until it has fulfilled all its payment obligations towards the user.

The other party must arrange for business insurance and/or contents insurance such that the goods delivered under retention of title are also insured at all times and shall allow the user inspection of the insurance policy and the corresponding premium payment receipts on demand.

If the other party acts contrary to the provisions of this article or the user invokes the retention of title, the user and his employees shall have the irrevocable right to enter the other party's premises and take back the items delivered under retention of title. All this without prejudice to the user's right to compensation for damage, lost profit and interest and the right to dissolve the agreement without further notice of default, by means of a written statement.

Article 15 Bankruptcy, disposition, etc.

Without prejudice to the provisions of the other articles of these general terms and conditions, the user shall be entitled to dissolve the agreement, without further notice of default and without judicial intervention, by means of a written statement to the other party, at the time the other party:

• is declared bankrupt or a petition for its bankruptcy is filed; applies for (provisional) suspension of payments;
• affected by foreclosure;
• is placed under guardianship or administration;
• otherwise loses the power of disposal or legal capacity in respect of his assets or parts thereof.

The provisions of paragraph 1 of this article shall apply unless the receiver or administrator acknowledges the obligations arising from the agreement as a debt of estate. The other party shall at all times be obliged to inform the receiver or administrator of the (contents of the) agreement and these general terms and conditions.

Article 16 Force majeure

In the event of force majeure on the part of the other party or the user, the user shall be entitled to dissolve the agreement without judicial intervention by means of a written statement to the other party or to suspend the fulfilment of its obligations towards the other party for a reasonable period of time without being obliged to pay any compensation.
For the purposes of these general terms and conditions, force majeure on the part of the user shall mean: a non-attributable failure on the part of the user, third parties or suppliers engaged by the user or other serious reasons on the part of the user.

Circumstances involving force majeure shall include: war, riots, mobilisation, domestic and foreign disturbances, government measures, strikes within the user's and/or the other party's organisation or the threat of these and similar circumstances, disruption of currency relations existing at the time of concluding the agreement, business interruptions due to fire, burglary, sabotage, prolonged telecommunication failures, natural phenomena, etc. circumstances, disruption of the exchange rate relationships existing at the time the agreement was entered into, business interruptions due to fire, burglary, sabotage, long-term failure of telecommunications, natural phenomena, etc. as well as transport difficulties and delivery problems caused by weather conditions, road blocks, accidents, etc.
If the force majeure situation occurs when the agreement has already been partly performed, the other party shall be obliged to fulfil its obligations towards the user up to that time.

Article 17 Cancellation, suspension

If the other party wishes to cancel the agreement prior to or during its execution, it shall owe the user compensation for damages to be determined by the user. This compensation shall include all costs already incurred by the user and the damage he has suffered due to the cancellation, including loss of profit. The user shall be entitled to fix the aforementioned compensation and - at its discretion and depending on the deliveries already made - charge the other party 20 to 100% of the agreed price. User shall be entitled to refuse a request for cancellation. Section 7:408(1) of the Dutch Civil Code shall not apply to the agreement.

The other party shall be liable to third parties for the consequences of the cancellation and shall indemnify the user for resulting claims by these third parties.

The user shall be entitled to set off all amounts already paid by the other party against the compensation owed by the other party.

Upon suspension of the agreed deliveries at the request of the other party, all costs incurred at that time shall be immediately due and payable and the user shall be entitled to charge these to the other party. The user shall also be entitled to charge the other party for all costs incurred or to be incurred during the suspension period.

If the execution of the agreement cannot be resumed after the agreed suspension period, the user shall be entitled to dissolve the agreement, without judicial intervention, by means of a written statement to the other party. In case the performance of the agreement is resumed after the agreed suspension period, the other party shall be obliged to reimburse the user for any costs resulting from this resumption.

Article 18 Amendment

The user shall be entitled to amend these general terms and conditions at any time. With regard to existing agreements, these amendments shall take effect one (1) month after the day on which the user has communicated the amendment to the other party in accordance with the following paragraph, unless a different effective date is stated in the announcement.

Publication of an amendment to these general terms and conditions shall take place by means of a notification to the other party, e.g. by letter, by e-mail (e.g. attached to the periodic billing notification) or via an online account of the other party made available by the user. The notification shall state that the terms and conditions have been amended and where the other party can consult the amended terms and conditions. Changes of minor importance and/or changes for the benefit of the other party do not require notification.

During the period between publication and entry into force of the change, the other party shall be entitled to submit a written objection to the user against the intended change. The other party shall have the right to terminate the agreement in writing by the time the change comes into force if, in the event of an objection being received, the user still decides to implement the intended change, which the user shall then indicate to the other party in writing before the time of coming into force. In the absence of cancellation as referred to above, the other party shall be deemed to have agreed to the change.

Article 19 Applicable law/competent court

The agreement concluded between the user and the other party is exclusively governed by Dutch law.
Any disputes shall be settled by the competent court in the place where the user is established, although the user always retains the authority to submit the dispute to the competent court in the place where the other party is established.

If the other party is established outside the Netherlands, the user shall be entitled to act in accordance with the provisions of paragraph 2 of this article or - at its choice - to bring the disputes before the competent court in the country or state where the other party is established. Applicability of the Vienna Sales Convention is excluded.