Delivery conditions

 

Article 1 Terms and meaning
In these General Terms and Conditions, the following terms are used in the following sense for companies in the RIWO Group:

• RIWO: the company in the RIWO group that uses these general terms and conditions, including RIWO Engineering B.V. located at Zutphenstraat 1 in Oldenzaal, Chamber of Commerce number 8160422 and RIWO Systems B.V. located at the same address, Chamber of Commerce number 59352108;
• Customer means the other party (v) of RIWO to a contract;
• terms and conditions: these general terms and conditions;
• contract: the contract between RIWO and the client to which these terms and conditions apply;
• performance: the good, or work to which RIWO undertakes to deliver to the customer;
• IPR: intellectual and industrial property rights.

Article 2 Offers and quotations
2.1 RIWO shall only be bound by its offers if the client accepts them within thirty days.

2.2 The Customer guarantees the correctness and completeness of the requirements and specifications of the performance and other data on which RIWO bases its offers by or on behalf of that Customer to RIWO .

Article 3 Execution of the Agreement
3.1 Delivery and completion dates specified by RIWO are indicative and shall not be regarded as deadlines.

3.2 Unless otherwise agreed, RIWO has an obligation to perform to the best of its ability.

Article 4 Obligations of RIWO
4.1 RIWO shall only be obliged to perform at and by it in the Netherlands.

4.2 Until the end of the guarantee period, RIWO may only be held to fulfil the agreed performance. With regard to performances that (also) include the delivery of goods, this is one year unless otherwise agreed. With regard to subscriptions for the use of software, this is only during the subscription period.

4.3 RIWO has no obligation to pay damages, including any dissolution damages.

Article 5 Customer payment obligations
5.1 The period intended for payment of invoices from RIWO is thirty days.

5.2 RIWO Systems B.V. may invoice for other companies in the RIWO group.

5.3 RIWO is entitled to compensation for extrajudicial collection costs in the amount of 15% of the amount from which payment is claimed with a minimum of €250.

5.4 RIWO is entitled, insofar as collection is involved, to reimbursement of the actual costs of legal assistance, including, but not limited to, the full bailiff and attorney fees in excess of the liquidation rate or salary of roll attorneys.

5.5 In the event of liquidation, bankruptcy, attachment or suspension of payment of the Customer, the claims of RIWO against the Customer shall become immediately due and payable.

5.6 If a contract is quoted on a post-calculation basis, the quoted prices serve as a guide price only. RIWO is entitled to pass on costs incurred.

5.7 The cost of assembly by RIWO is not included in the quoted prices and will be charged separately, unless otherwise agreed.

5.8 A composite quotation does not oblige RIWO to perform part of the contract at a corresponding part of the quoted price.

5.9 RIWO is at all times entitled to request the client to provide security for the fulfilment of its (future or otherwise) payment obligation(s). RIWO is entitled to suspend performance or further performance of the contract until the requested security has been provided.

5.10 If it is agreed that the contract will be performed in stages, RIWO may suspend performance of those parts belonging to a subsequent stage until the client has approved the results of the preceding part and/or provided security for the next stage.

5.11 The client shall pay RIWO 50% at the start of a contract, 40% upon completion and 10% after approval unless otherwise agreed.

Article 6 Additional obligations of the customer
6.1 The client shall ensure that RIWO has timely access to goods suitable for the contract, including items and any licenses expressly stipulated in the contract to be provided by or on behalf of the client.

6.2 The customer is responsible for the goods he has prescribed or to be procured from a prescribed supplier, as well as for their non-delivery or late delivery.

Article 7 Transfer of risk
The risk of loss or damage to the items that are the subject of a performance shall pass to the customer at the time they are legally and/or factually or tacitly approved, delivered and/or taken into use by the customer. The risk also passes if the client should have taken delivery of the items and failed to do so. In the latter case, RIWO is authorized to store and insure the items against damage, theft and/or loss at the expense of the Customer. 

Article 8 Approval
The customer shall be deemed to have granted post-delivery approval for a performance if only minor defects remain. In particular, approval is deemed to have been granted if missing parts can be repaired/completed within 30 days and do not otherwise prevent commissioning.

Article 9 Retention of title and retention
9.1 All goods delivered by RIWO , possibly including designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of RIWO until the client has fulfilled all obligations arising from the contract concluded with RIWO .

9.2 The customer shall store the items acquired under retention of title in such a way that they are easily distinguishable from other items.

9.3 RIWO may retain goods, products, property rights, data, documents, data files received or generated within the framework of the contract, despite an existing obligation to surrender, until the client has paid all amounts due to RIWO .

Article 10 Dissolution
Dissolution of a contract only evokes undoing obligations with respect to unperformed portions of it.

Article 11 Insurance obligations of the parties
11.1 RIWO and the client are insured for damages at market rates.

11.2 The Customer is obliged to take out and maintain customary fire insurance on comprehensive terms and conditions and business liability insurance on customary terms and conditions or equivalent customary insurance(s) for the items made available to RIWO by or on behalf of the Customer and on which RIWO is designated as a co-insured. The insurance policies shall include a waiver of all rights of subrogation against RIWO.

11.3 The Customer is obliged - when exporting its products and installations, which partly consist of goods developed and/or supplied by RIWO , to the USA and Canada or territories to which the laws of these countries apply - to notify RIWO in good time of the intention to export and to take out and maintain the customary liability insurance policies, including for the benefit of all parties involved in the development, manufacture or realization of these products and installations and on which RIWO is designated as co-insured. The insurance policies shall include a waiver of all rights of subrogation against RIWO. The Customer shall not cancel or amend such insurance policies without RIWO's prior written consent.

Article 12 Further restrictions to invoke RIWO .
12.1 The costs of (dis)assembly and transport to and from RIWO of an item to be repaired shall be borne by Customer unless otherwise agreed.

12.2 RIWO's obligations apply only in the event that the Customer uses the latest version of RIWO's software, and does not cover transmission errors, failures, unavailability of databases, third-party software or use of its software on hardware other than its prescribed functioning hardware and/or when its software has not been modified by RIWO .

12.3 Insofar as the client does, for whatever reason, have a claim against RIWO for financial compensation, that obligation shall be limited to payment of the amount actually received by RIWO for performance of that part of the contract to which the claim relates, and shall in all cases be limited to the amount for which RIWO can claim under its insurance.

12.4 Furthermore, the Customer may not sue RIWO for financial compensation for a claim to which the Customer may, or could have, sued its insurer if the Customer had fulfilled its insurance obligation.

12.5 Under no circumstances is RIWO obliged to (re)perform after fire, explosion or environmental damage regardless of the cause.

Article 13 Indemnification
The client indemnifies RIWO against third-party claims for compensation for damage arising from a contract, including the full costs of legal assistance to defend against such claims extra-judicially and judicially.

Article 14 Force Majeure
14.1 Force majeure on the part of RIWO shall occur, inter alia, if RIWO is prevented from fulfilling its obligations arising from the contract or its preparations as a result of: War, threat of war, riots, revolution, molestation, fire, water damage, flooding, government measures, import and export impediments, defects in materials (including computers and other means of telecommunication), non-availability of materials (including computers and other means of telecommunication), strikes, blockades, sit-down strikes, irreplaceable employees, transport difficulties as a result of weather conditions and traffic disruption, all of which occur both at RIWO 's business and at the business of the client as well as at the business of third parties involved in the contract.

14.2 Force majeure is understood to include a failure of suppliers of RIWO as a result of which RIWO cannot fulfill its obligations or cannot fulfill them on time or in full.

14.3 If the force majeure situation on the part of RIWO has lasted for more than three months, the parties shall be entitled to rescind the contract without prejudice to the provisions of Article 4.3.

14.4 Insofar RIWO has partially fulfilled its obligations from the contract at the time of the occurrence of force majeure, or will be able to fulfil these obligations, and the fulfilled or to be fulfilled part has independent value, RIWO is entitled to invoice the fulfilled or to be fulfilled part separately. The client is obliged to pay these invoices as if they were a separate contract.

Article 15 Confidentiality
Both parties are obliged to keep confidential information from the other party. The recipient of confidential information shall use it only for the purpose for which it was provided.

Article 16 Retention and right of use IPR
RIWO does not supply IPR to the client by means of a contract, but merely provides a personal, non-exclusive use of IPR provided that the fees for it have been paid and the client uses the goods to which it relates for the intended purpose. 

Article 17 Prohibition of takeover of personnel
The parties will not have work performed by persons who were less than two years ago associated as employees or directors with a company belonging to the other party's group unless authorized by the other party.

Article 18 Final Provisions
18.1 RIWO is entitled to unilaterally amend these terms and conditions, in which case the amended terms and conditions shall apply to existing agreements. RIWO shall announce the amendment in a timely manner and the amendments shall take effect thirty days after written notification.

18.2 Only with the consent of RIWO may the client assign rights or obligations under contracts to third parties. The client has no right of set-off or suspension.

18.3 These terms and conditions as well as the agreements are governed by Dutch law.

18.4 The District Court of Overijssel shall adjudicate in first instance to the exclusion of other courts on disputes arising from, or related to, agreements and these General Terms and Conditions. The previous sentence also applies to any provisional, protective and order measures.