General terms and conditions of delivery R2S B.V.

Conditions filed with the Chamber of Commerce in Utrecht, the Netherlands, valid as of 19 February 2021

  1. Definitions
    1. In these general terms and conditions, R2S B.V. is abbreviated to R2S.
    2. In these general terms and conditions, ‘client’ refers to the natural or legal person with whom R2S has concluded an agreement or to which R2S has submitted a quotation.
    3. In these general terms and conditions, ‘agreement’ means the contract of assignment and/or purchase agreement concluded between R2S and its client.
  2. Applicability
    1. These general terms and conditions apply to all offers and agreements made by R2S to, or concluded with its client.
    2. The applicability of general terms and conditions of the client is explicitly rejected.
    3. Deviations from these general terms and conditions agreed by R2S and its client must be confirmed by R2S in writing.
    4. The client cannot derive any rights for future agreements from deviations as mentioned in article 2.3.
  3. Quotes
    1. Quotations made by or on behalve of R2S are without obligation; both with regard to the prices quoted and the time of delivery.
    2. An agreement is only concluded after written confirmation by R2S.
    3. R2S reserves the right to change data in leaflets and other information material without prior notice; such data are not binding.
    4. R2S reserves the copyright of the designs, sketches, images and drawings provided with the quotation, insofar as they have been manufactured or modified by or on behalf of R2S. These documents may not be copied, displayed or otherwise used without the express written permission of R2S. If no agreement is concluded, the client must return all these documents to R2S within eight days of the decision that no agreement will be concluded.
  4. Prices
    1. All prices used by R2S are exclusive of VAT (BTW) and based on the costs at the time of offer, on the data, specifications, drawings and the like, provided at the time of the application, on ex-works delivery, on execution in normal working hours, unless stated otherwise in the quotation or agreement.
    2. If in the period between the conclusion of the agreement and the regular deliveries, the cost price and/or other factors on which the prices are based due to whatever circumstances, change more than 5%, the prices mentioned in the agreement may be increased or reduced accordingly. The Client will have to give written agreement in advance.
    3. Factors that affect the cost price include pollution or insufficient sorting in the delivered product, the costs of re-conditioning, transport and labour costs.
  5. Transport
    1. The collection of materials is only done by appointment.
    2. The client is obliged to check the goods upon delivery for (un)completeness, visible defects and the like and if this is the case, to report this directly to R2S.
  6. Delivery
    1. Delivery times are set by R2S in consultation with the client. The delivery period starts when agreement has been reached on all technical details after order confirmation and after all the data, material sheets and other documents necessary for the execution of the work have been received by R2S and the prepayment or guarantee has been made or issued, to the extent agreed.
    2. A delivery period is not a deadline, unless explicitly agreed otherwise in writing by the parties.
    3. Goods to be delivered shall be deemed to have been delivered as soon as they are ready for ex-works dispatch and registered as such with the customer.
    4. R2S is entitled to deliver up to 5% of the total order too much or too little and to invoice this, the client is obliged to pay this invoice.
  7. Returns and return packaging
    1. Delivered products will only be taken back by R2S after mutual consent.
    2. Return packaging must be picked up by the client by appointment and within acceptable period. If this is not done after a written reminder, R2S reserves the right to remove the packaging and to charge a fee.
  8. Payment
    1. Payments, without any discount or compensation, must be credited to a bank account to be designated by R2S within 30 days of the invoice date, unless otherwise stated in the quotation or agreement.
    2. If the client has not fulfilled his payment obligation within the agreed period, R2S is entitled to charge the client interest on the amount due. This interest rate is 8 percent.
    3. If the client subsequently failed to fulfil his payment obligation within the prescribed period after a written reminder, R2S is also entitled to charge all costs related to the recovery, both judicial and extrajudicial. The extrajudicial collection costs amount to 8% of the amount due with a minimum of € 250,–.
    4. If no payment has been made within five days of written reminder, R2S will be allowed to suspend the execution of its obligation, without prejudice to all its rights.
    5. Without prejudice to these payment conditions, R2S is entitled, both before and during the execution of an agreement, to demand prepayment or security in the form it wishes. If no payment has been made within five days of written reminder, R2S will be allowed to suspend the execution of its obligation.
  9. Retention
    1. R2S reserves the ownership of all delivered and yet to be delivered products. The ownership will only pass to the client after he has fully fulfilled his obligations under the agreement, or has provided sufficient security for this purpose.
    2. This retention of title is intended to provide security for the payment of all that R2S is entrusted with under the agreement.
    3. If the client forms a new property from goods on which a retention of title of R2S rests, the client is obliged to establish a silent pledge for R2S at the first request, or to provide appropriate security in any other way.
    4. If the client sells goods on which a retention of title of R2S rests to third parties, the client is obliged to establish a silent pledge for R2S at the first request, or to provide appropriate security in any other way.
  10. Advertisements
    1. Complaints regarding defects, which can be found immediately or shortly after delivery, must be submitted by the client, under penalty of forfeiture of all rights, to R2S in writing within eight days after delivery of the products.
    2. Complaints concerning defects that cannot be discovered earlier than over time, must be submitted to R2S, under penalty of forfeiture of all rights, within eight days after the defects have been discovered or should reasonably have been discovered.
    3. Complaints regarding defects/errors, which amount to less than 1% of the total order quantity, will not be processed.
    4. The submission of the advertisements referred to in this article must be made in writing with precise and specified indication of the nature of the complaints. The Client must fully complete a Defective Product Report and return the advertised product.
  11. Force majeure
    1. During force majeure, R2S’s delivery and other obligations will be suspended.
    2. If R2S has already partially fulfilled its obligations upon the occurrence of the force majeure or can only partially meet its obligations, R2S is entitled to invoice the already delivered or deliverable part separately and the client is obliged to pay this invoice as if it were a separate agreement.
    3. Force majeure within the meaning of this article occurs if the fulfilment of the obligation is prevented due to circumstances not attributable to R2S. This will include but not be limited to strikes, staff illness, business failures, transport disruptions, government measures that complicate, delay or impede the fulfilment of the obligation and all other failures and delays of any kind not attributable to R2S, regardless of whether these circumstances occur at R2S itself or with suppliers of R2S.
    4. R2S also has the right to invoke force majeure if the circumstance preventing the fulfilment of its obligation occurs after R2S had already had to fulfil its obligations.
  12. Dissolution
    1. R2S has the right to dissolve the agreement in whole or in part, with immediate effect, in the cases described below and insofar as the following:
      1. If the client does not, not fully or not timely fulfil an obligation arising from the agreement and no compliance is still fulfilled within eight days after written reminder;
      2. If the client has been granted a provisional or final suspension of payment, or if the client has been declared bankrupt;
      3. If the client transfers all or part of his activities to a third party, or ceases his activities.
    2. In the cases described below and insofar as the client has granted the right to dissolve the agreement in whole or in part, with immediate effect:
      1. If R2S invokes force majeure and the force majeure period lasts longer than one month, or as soon as it is established that the force majeure period will last longer than two months;
    3. Termination of the agreement is done by registered letter by the terminating party to the other party.
    4. Termination of the agreement is without prejudice to the right of the rescinding party to claim compensation.
    5. If the agreement concerns only the provision of services by R2S to the client, the client has the right to terminate the agreement at any time, provided that the client reimburses a proportionate part of the work already performed by R2S.
  13. Liability
    1. R2S only accepts liability for damage suffered by the client, which is the result of an attributable shortcoming in the fulfilment of R2S’s obligation or out of tort, if and insofar as this liability is covered by its insurance, up to the amount of the payment made by the insurance.
    2. If the insurer of R2S does not pay out for any reason, or if the damage is not covered by the insurance, the liability of R2S is limited to the net invoice amount, with a maximum of € 10,000,–
    3. R2S accepts no liability for damage resulting from exceeding delivery times, unless explicitly agreed otherwise in writing by the parties.
    4. R2S is not liable for damage if the shortcoming is the result of a situation of force majeure.
  14. Miscellaneous
    1. All materials, prototypes, specifications, data, knowledge, processes, models, sketches, photos, videos, inventions or ideas designed and developed by R2S remain the property of R2S. With regard to intellectual property rights, such as patent, copyright and design rights, in relation to matters developed and delivered by R2S, R2S remains exclusive and fully entitled unless otherwise agreed in writing.
    2. With regard to materials, prototypes, specifications, data, knowledge, processes and intellectual property rights, such as patent, copyright and design rights, with regard to goods developed and delivered by the client, the client remains exclusive and fully entitled unless otherwise agreed in writing.
  15. Disputes
    1. All agreements to which these general terms and conditions apply are governed by Dutch law.
    2. Only the District Court in Amsterdam has jurisdiction to hear disputes relating to all agreements to which these general terms and conditions apply.
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