Business to Business
Table of Contents:
Article 1 – Applicability, definitions
Article 2 – Offers, prices
Article 3 – Formation of contracts
Article 4 – Fee, prices, rates
Article 5 – Engaging third parties
Article 6 – Obligations of the Other Party
Article 7 – Confidential information
Article 8 – Delivery, delivery term
Article 9 – Progress, performance of contracts
Article 10 – Additional and less work
Article 11 – Delivery and approval
Article 12 – Complaints and return shipments
Article 13 – Guarantees
Article 14 – Liability
Article 15 – Payment between companies
Article 16 – Retention of title
Article 17 – Intellectual property rights
Article 18 – Right of retention
Article 19 – Bankruptcy, no power of disposal
Article 20 – Force majeure
Article 21 – Prohibition on use
Article 22 – Cancellation, suspension
Article 23 – Processing of personal data
Article 24 – Final provisions
Article 1: Applicability, definitions
These conditions apply to all offers and all contracts of purchase and sale as well as all contracts for services, including contracts for the development and/or production of products as well as all contracts for the performance of activities by Reiger Suspension B.V., with its registered office in Hengelo (Gelderland), hereinafter referred to as “Reiger”.
The buyer or the client will be referred to hereinafter as ” the=”” other=”” party”.<br=””></br=””>
Article 2: Offers, prices
Every offer made by Reiger applies for the period stated therein. An offer that does not include a term of validity is without obligation. In case of an offer without obligation, Reiger will have the right to withdraw this offer within at most 5 working days after receipt of acceptance.
A compound offer does not oblige Reiger to deliver part of the offered performance against a proportionate part of the price.
If the offer is based on the information provided by the Other Party and this information proves to be incorrect or incomplete or it later changes this information, Reiger will have the right to adjust the prices and/or delivery terms indicated. The adjusted prices and/or delivery terms will be considered to have been approved by the Other Party if the Other Party does not object in writing within 5 working days.
The offer and the prices do not apply automatically to repeat orders or partial orders.
Models, examples of documents and statements of characteristics, capacities, dimensions, weights and other descriptions in brochures, promotional materials shown and provided and/or on the Reiger website are as accurate as possible, but are merely indicative in nature. The Other Party cannot derive any rights therefrom. Reiger is obliged to implement all measures that may be expected of it within reason in order to avoid and limit loss or unlawful processing of Personal Data.
The models and examples that have been provided remain the property of Reiger and must be returned to Reiger upon first request at the Other Party’s account within 5 working days, unless agreed otherwise.
Reiger has the right to charge the costs related to the offer to the Other Party provided it has informed the Other Party of these costs in advance and in writing.
If the Other Party does not accept an offer, it will be obliged to return to Reiger upon Reiger’s first request all documents provided with the offer within 5 working days.
Article 3: Formation of contracts
Contracts are formed at the moment Reiger receives back a copy of the offer or order confirmation signed by the Other Party, also in the event this acceptance has minor differences compared to the offer. However, if the acceptance from Other Party differs in essential details, the contract is not formed until Reiger has agreed to these deviations in writing.
Reiger is not bound by:
an assignment or order without a preceding offer;
additions or changes to the general terms and conditions
until they have been confirmed in writing by the Other Party or until Reiger – without immediate objection by the Other Party – has started the execution of the assignment, order or arrangements.
All contracts are concluded by Reiger under the express suspensive condition of proof of the Other Party’s sufficient creditworthiness, at Reiger’s sole discretion. The Other Party is obliged in this connection to allow Reiger to request information concerning the Other Party in this regard if necessary.
If the Other Party is established in a country that was designated by the Dutch Central Government at the time of the conclusion of the contract as a country subject to sanctions, a valid contract will not exist until Reiger’s bank has issued the required approvals in writing. This restriction also applies in full to Reiger’s subcontractors, dealers and points of sale. Reiger respects and delivers in accordance with the sanctions legislation that applies in this connection.
Assignments issued by the Other Party must be accompanied by a clear, written description of the nature of the assignment. The description must be submitted before the order confirmation is returned. The order confirmation must be signed and returned to Reiger within one week after dispatch.
Changes to a written order once it has been placed must also be made in writing and accompanied by a clear description of the changes. Changes do not bind Reiger until it has confirmed them in writing.
Reiger is not bound by arrangements or contracts concluded by its subordinate employees with the Other Party. The Other Party is required to contact Reiger’s management in case of doubt.
Article 4: Fee, prices, rates
Reiger will deliver the agreed performance against a fixed fee unless the parties have agreed an hourly rate for the activities.
Reiger has the right to increase this fixed fee if it becomes clear during the performance of the contract that the agreed or anticipated quantity of work was not estimated correctly by the parties, without such being attributable to Reiger, and Reiger cannot reasonably be expected to perform the activities against the fee that was agreed.
IfParties agreed activities against an hourly rate, Reiger will calculate the fee on the basis of the number of hours worked times the agreed or customary Reiger hourly rate.
The hourly rates apply on normal working days, which means: Monday to Friday (with the exception of public holidays) between 08:00 hours and 17:00 hours.
In case of urgent assignments or if work has to be carried out outside the abovementioned working days at the Other Party’s request, Reiger will have the right to apply a surcharge to the hourly rate.
Reiger’s time recording will be binding in case of a dispute between the parties concerning the number of hours worked and/or charged. All of the above subject to evidence to the contrary produced by the Other Party.
The prices and rates stated in an offer, price list or list rates are exclusive of VAT and any costs, such as costs of dispatch, transport costs, administration costs and invoices from third parties that were engaged.
In case of (cost) price-increasing circumstances between the date of the conclusion of the contract and its performance due to changes to legislation and regulations, government measures, currency fluctuations or changes to the prices of required materials and/or raw materials, Reiger will have the right to increase the agreed prices and rates accordingly and charge these to the Other Party.
Article 5: Engaging third parties
Reiger has the right to have certain deliveries and activities carried out by third parties if such is required for the proper performance of the contract in Reiger’s opinion. When selecting a third party, Reiger will consider the wishes of the Other Party to the extent possible. The Other Party may issue instructions to the third party engaged for the performance of the contract following consultation with Reiger. All costs incurred and/or caused by the third party will be for the Other Party’s account.
Article 6: Obligations of the Other Party
The Other Party must ensure that:
all information required for the performance of the contract shall be made available to Reiger prior to the signing of the order confirmation and in the format desired by Reiger, unless agreed otherwise;
in the event the activities have to be performed at the Other Party’s location or at a location designated by the Other Party, Reiger is granted access to this location during the working hours announced in advance;
the information carriers, electronic files, software and the like made available to the Other Party by Reiger are free from viruses and/or defects;
the parts, materials, semi-finished products, raw materials and the like, of which the parties have agreed that the Other Party will deliver them, are made available to Reiger on time and in good condition;
the facilities reasonably requested by Reiger and/or the third parties engaged by Reiger are available at the location where Reiger and/or the abovementioned third parties are to perform activities within the context of the performance of the contract, without any costs to them;
any items of property made available by the Other Party to Reiger within the context of the repair, overhaul or other activities, will be available to Reiger on time.
The Other Party ensures that the information provided is correct and complete and indemnifies Reiger against claims from third parties that arise from the fact that the information is incorrect and/or incomplete.
The Other Party will inform Reiger of ongoing developments within its organisation which are or could be relevant to the performance of the contract within at most 14 days after discovery.
If the Other Party fails to comply with the abovementioned obligations or fails to do so on time, Reiger will have the right to suspend performance of the contract until the moment the Other Party has complied with its obligations. The costs related to the delay that has arisen or the working hours that were lost, the costs of performing additional activities and the other consequences that arise therefrom are for the account and risk of the Other Party.
If the Other Party fails to comply with its obligations and Reiger fails to demand performance from the Other Party this will not prejudice Reiger’s right to demand performance at a later moment.
Article 7: Confidential information
The parties are bound not to disclose any information they acquire from or about the Other Party within the context of the conclusion and performance of the contract and in respect of which this party has indicated that it is confidential information or in respect of which they know or should know within reason that this information should be treated in confidence. The parties will only make this information available to third parties in so far as this is necessary for the performance of the contract and after the Other Party’s written consent has been obtained.
Each party will implement all reasonable precautionary measures to keep confidential information secret and guarantees that its employees and other persons involved in the performance of the contract under its responsibility will also comply with this duty of confidentiality.
The duty of confidentiality does not apply if a party is obliged to disclose the confidential information pursuant to legislation or a court order and cannot invoke any rights to refuse to give evidence provided for in law or granted by the courts. This exception also applies to employees and other persons as referred to in the previous paragraph.
Reiger has the right at all times to publish about the agreed activities and deliveries and to reuse the methods, procedures etc. used or developed for this purpose, provided the privacy of the Other Party is guaranteed or Reiger has obtained the Other Party’s consent to do so.
If Reiger applies a privacy statement, the information referred to therein will be used exclusively in accordance with the provisions of this statement.
Article 8: Delivery, delivery term
Agreed terms can never be considered to be strict deadlines. In the event Reiger fails to comply with its delivery obligations or fails to do so on time, the Other Party will be obliged to give written notice of default and allow a reasonable term to comply as yet with these obligations.
Reiger has the right to deliver in parts whereby each partial delivery may be invoiced separately.
The risk of loss of or damage to the goods or documents will pass to the Other party when they are delivered. This is moment at which the goods or documents to be delivered leave the Reiger premises or warehouse or Reiger has informed the Other Party that these goods or documents can be collected by the Other Party.
Dispatch or transport of the goods or documents takes place for the account and risk of the Other Party and in a manner to be determined by Reiger. Reiger is not liable for damage of any kind whatsoever – whether or not to the goods or documents themselves – related to the dispatch or transport.
In the event Reiger delivers the goods or documents to the Other Party, the risk of the goods or documents will pass to the Other party at the moment they arrive at the Other Party’s location and are actually available.
If it proves impossible to deliver the goods or documents to the Other Party or if the goods are not collected and/or it proves impossible to perform the activities agreed for the purpose of the assignment, due to a cause that is within the Other Party’s control, Reiger reserves the right to store these documents or goods and/or the materials, parts etc. purchased for the assignment for the account and risk of the Other Party. The Other Party is obliged to enable Reiger within a term to be set by Reiger after notification of the storage to deliver these goods or documents as yet or to perform the agreed activities as yet or to collect the goods or documents as yet within this term.
The Other Party will be in default with immediate effect in case the Other Party fails to comply with its obligation after the term referred to in the previous paragraph. If this is the case, Reiger will have the right to dissolve all or part of the contract with immediate effect by means of a written statement and to sell the goods to third parties or to destroy documents already created without such creating an obligation to compensate losses, costs or interest on the part of Reiger. The matters set out above are without prejudice to the Other Party’s obligation to compensate any (storage) costs, losses due to delays, lost profit or other losses or Reiger’s right to claim performance as yet.
An agreed deliver term does not commence until the moment Reiger has received from the Other Party all information necessary for the delivery as well as any agreed (advance) payment. The delivery term will be extended proportionately if this causes any delays.
Article 9: Progress, performance of the contract
If the commencement, progress or delivery of the work or the agreed delivery of the goods is delayed because:
Reiger has not received all necessary information from the Other Party before the order confirmation is signed;
Reiger has not received any agreed (advance) payment from the Other Party within one week after the order confirmation is signed.
there are other circumstances that are for the account and risk of the Other Party;
Reiger is entitled to a reasonable extension of the delivery term and to compensation of the costs and losses involved therein, such as any waiting hours.
Reiger endeavours to realise the agreed activities and deliveries within the time agreed and planned for this purpose, in so far as this may be reasonably expected. In the event the performance of the contract has to be accelerated at the request of the Other Party, Reiger will have the right to charge the overtime and other costs involved to the Other Party.
Reiger is deemed to be familiar with the relevant statutory regulations and government decisions. The costs related to compliance with these regulations and decisions are for the account of the Other Party.
If the Other Party wishes changes to the agreed work, Reiger will inform the Other Party of the consequences of these changes for the agreed prices, rates and delivery terms.
If it becomes clear during the performance of the contract that the activities and/or deliveries cannot be performed in the agreed manner due to unforeseen circumstances, Reiger will consult with the Other Party concerning the amendment of the contract. Reiger will inform the Other Party in this connection regarding any consequences of the amendment for the prices, rates and delivery terms. If the amendment makes the execution of the contract not possible, Reiger will be entitled in any event to full compensation of all activities and deliveries already performed.
The Other Party will always check each draft version of documents to be created by Reiger carefully and provide its response to Reiger as soon as possible. If necessary, the draft will be adjusted by Reiger and submitted to the Other Party for approval once again. Reiger may demand in this connection that the definitive version of the documents created are initialled as correct by the Other Party on each page or that the Other Party signs a written agreement concerning the definitive version. The Other Party may not use the documents created until after Reiger has received the initialled definitive version or the written agreement.
If Reiger has to make any changes to documents that were already approved, this will be considered to be additional work and Reiger will have the right to charge the additional costs therefrom to the Other Party.
Article 10: Additional and less work
Additional work is defined as: all additional activities and deliveries arising from the work or at the Other Party’s request, which are not included in the offer or assignment.
Additional and less work must be agreed in writing between Reiger and the Other Party. Reiger will not be bound by oral agreements until it has confirmed these in writing to the Other Party or as soon as Reiger has commenced implementation of these arrangements without objection from the Other Party.
Settlement of additional and less work takes place:
in the event of changes to the original assignment;
in case of unforeseen cost increases or reductions.
Setoff of additional and/or less work takes place upon final settlement, unless the parties have agreed otherwise in writing.
Article 11: Delivery and approval
As regards the goods to be developed by Reiger on the instructions of the Other Party, Reiger will inform the Other Party that the work on the goods developed is complete and that these goods are ready for use.
The goods to be developed are deemed to have been delivered in accordance with the contract, if they have been made available to the Other Party and the Other Party has inspected and approved the goods or has inspected and approved the specifications, characteristics, qualities etc. agreed with Reiger.
The goods to be developed are also deemed to have been delivered in accordance with the contract, if the Other Party has not submitted a complaint to Reiger within a term of 2 weeks after the notification that the work on the goods developed has been completed or as much earlier as the Other Party has taken the goods developed into use before this day.
Activities that have not yet been performed or completed by third parties engaged by or on behalf of the Other Party, which affect the proper use of the goods developed, do not affect their delivery.
If the Other Party wishes to have changes made to the goods developed after delivery, such will be considered to constitute additional work. If this is the case, Reiger will have the right to charge the costs and/or time worked to the Other Party.
In the event the Other Party discovers defects, imperfections etc. after the delivery referred to in this article, these will be subject to provisions of the complaints clause included in these general terms and conditions.
Article 12: Complaints and return shipments
The Other Party is obliged to check the goods delivered immediately after receipt and before their first use and state any visible defects, malfunctions, damage and/or deviations in numbers on the waybill or the accompanying receipt. In the absence of a waybill or an accompanying receipt, the Other Party will be obliged to report the defects, breakdowns etc. to Reiger within 2 working days after receipt of the goods, which is followed by written confirmation thereof. In the absence of such a report, the goods will be deemed to have been received in good condition and deemed to comply with the contract.
Other complaints concerning the goods delivered must be reported to Reiger in writing immediately after they are discovered, but in any event within at most the guarantee period included in the order confirmation. A term of at most 6 months after delivery will apply if no express guarantee period has been agreed.Reiger reserves the right to limit the guarantee period or not grant it at all depending on the nature and use of the product.
The Other Party is obliged to check any documents delivered by Reiger, which were not presented to the Other Party as a draft, immediately upon receipt. Any visible defects and/or imperfections that can reasonably be discovered during an initial inspection must be reported to Reiger within 1 week after receipt of the documents, followed by a written confirmation thereof. In the absence of such a report, the documents will be deemed to have been received in a legible and complete condition and deemed to comply with the contract.
All complaints concerning the activities must also be reported to Reiger immediately after they are discovered and before their first use, but in any event within the (guarantee) period after delivery referred to in paragraph 2 of this article, followed by a written confirmation thereof. A (guarantee) period of at most 6 months will apply if no (guarantee) period has been agreed. In the absence of such a report, the activities are deemed to have been performed in accordance with the contract.
Claims under guarantees agreed are not possible if a complaint is not reported to Reiger within the terms referred to in the previous paragraphs. Furthermore, all consequences of a failure to report are for the risk of the Other Party.
Complaints do not suspend the Other Party’s payment obligation.
The Other Party must enable Reiger to investigate the complaint and provide all relevant information to Reiger for this purpose. In the event a return shipment is necessary for the purpose of investigating the complaint, such will take place for the Other Party’s account, unless it later becomes clear that the complaint was well-founded. The transport risk is always for the Other Party’s account.
Return shipments are always carried out in a manner to be determined by Reiger and in their original packaging.
It is not possible to complain about goods whose nature and/or composition was altered or that were modified or processed in whole or in part after receipt by the Other Party.
It is not possible to complain about errors and/or imperfections in approved documents, if these errors and/or imperfections could have been detected by the Other Party at a careful inspection of the initial draft.
Article 13: Guarantees
Reiger ensures that the agreed deliveries are carried out properly and in accordance with the standards that apply in the industry, but never provides a further guarantee with respect to these deliveries other than as agreed expressly between the parties.
Reiger guarantees the customary, normal quality and soundness of the goods delivered during the guarantee period.
When using raw or other materials and/or parts for the purpose of the production of the goods, Reiger will assume the information provided by the manufacturer or supplier of these raw and other materials and/or parts concerning the characteristics thereof is correct. The matters set out above mean that Reiger is not liable for damage of any kind that arises in connection with the raw and other materials and/or parts used. In the event the manufacturer or supplier has provided a guarantee in respect of the raw or other materials and/or parts delivered, such guarantee will apply in a similar manner between the parties. Reiger will inform the Other Party thereof.
If the purpose for which the Other Party wishes to process, incorporate or use the goods deviates from the customary use of these goods, Reiger only guarantees that the goods are suitable for this purpose if it has confirmed this in writing to the Other Party.
If the goods delivered are used for sporting purposes (such as specific races) this may affect the guarantee period granted by Reiger and the content of the guarantee provided. Reiger always provides guarantees exclusively on the basis of the information it has received from the Other Party upon or within the context of order regarding the intended use or on the basis of the matters included in the order confirmation. All guarantees provided by Reiger lapse in the event the Other Party processes, modifies, uses the goods or has them used other than as indicated in the order or the order confirmation.
Without prejudice to the provisions of the other paragraphs of this article, all guarantees lapse if the Other Party fails to carry out or fails to have carried out the customary and necessary maintenance of the goods delivered to it.
In case the assignment consists of the modification (repairing, overhauling etc.) of the goods delivered by the Other Party, Reiger will guarantee the soundness of the activities performed for a period of 6 months after these activities were carried out.
The guarantee period referred to in the previous article lapses if it becomes clear that the products delivered by Reiger were not always maintained at a service centre recognised by Reiger or were not maintained in accordance with the maintenance regulations included in the delivery.
The guarantee cannot be invoked for as long as the Other Party has not yet paid the price or fee agreed for the goods or the activities.
In the event the guarantee is invoked with good reason, Reiger will – at its discretion – arrange free repairs or replacement of the goods, perform the agreed activities correctly, or refund the agreed price or grant a discount on the agreed price. In case of additional damage, such will be subject to the provisions of the liability clause included in these general terms and conditions.
Article 14: Liability
Reiger accepts no liability whatsoever with the exception of the guarantees agreed expressly or provided by Reiger.
Without prejudice to the provisions of the previous paragraph, Reiger is only liable for direct losses. Any liability on the part of Reiger for consequential losses, such as direct trading losses, lost profit and/or losses sustained, losses due to delays and/or personal injury or property damage, is expressly excluded.
The Other Party must take all measures necessary to prevent or limit the damage. All costs that arise directly and/or indirectly from these measures will be for the Other Party’s account.
The abovementioned measures include in particular compliance with the maintenance requirements included with the product delivered by Reiger. If it cannot be demonstrated that the products were maintained in accordance with the requirements, in so far as this is possible within reason, Reiger cannot be held liable for the resulting damage.
If Reiger is liable for the loss sustained by the Other Party, Reiger’s obligation to pay compensation is always limited to an amount not exceeding the amount paid by its insurer in the case concerned. If the insurer does not pay or if the damage is not covered by insurance taken out by Reiger, Reiger’s obligation to pay compensation is limited to an amount not exceeding the invoice amount of the goods delivered or the activities performed.
The Other Party is obliged to hold Reiger liable in this connection within at most 6 months after it became aware or could have become aware of the damage sustained by it.
Reiger is not liable and the Other Party cannot invoke the applicable guarantee if the damage arose due to one of the following causes:
inexpert use or use contrary to the designated use of the goods delivered or the instructions, advice, operating instructions etc. issued by or on behalf of Reiger;
inexpert custody (storage) or maintenance of the goods;
errors or gaps in the information provided to Reiger by or on behalf of the Other Party;
normal wear and tear, erosion or corrosion;
obsolescence and/or degradation of the goods due to outside influences other than influences that normally should not affect the goods;
directions or instructions issued by or on behalf of the Other Party;
choices made by the Other Party with respect to the goods to be delivered;
choices made by the Other Party with respect to the goods to be delivered;
repairs or other activities or repairs carried out by or on behalf of the Other Party in respect of the goods delivered, without Reiger’s express, prior approval.
The Other Party is fully liable in the cases referred to in the previous paragraph for all losses that arise therefrom and expressly indemnified Reiger against all claims from third parties for compensation of these losses.
The limitations of liability included in this article do not apply if the losses are attributable to intent and/or wilful recklessness on the part of Reiger or managerial staff at management level or if such is precluded by mandatory statutory provisions. Reiger will only indemnify the Other Party in these cases against any claims from third parties against the Other Party.
Article 15: Payment between companies
Reiger always has the right to demand (partial) payment in advance or any other security for payment from the Other Party.
Payment must be made within a payment term of 8 days after the invoice date, unless the parties have agreed a different payment term in writing. Invoices are deemed to be correct if the Other Party has not objected within the payment term.
If an invoice has not been paid in full or no direct debit could take place after expiry of the term referred to in the previous paragraph, the Other Party will owe Reiger default interest amount to 2% per month, to be calculated cumulatively in respect of the principal sum. Parts of a month are counted as a full month in this connection.
Furthermore, Reiger will have the right to charge extrajudicial collection costs to the Other Party amounting to 15% of the invoice amount subject to a minimum of €150 in the event payment is still not made following a demand from Reiger.
If the Other Party does not pay in full, Reiger will have the right to dissolve the contract, without further notice of default, by means of a written statement or suspend its obligations under the contract until the Other Party has paid as yet or has provided sound security for this purpose. Reiger also has the abovementioned right of suspension if it has well-founded reasons to doubt the Other Party’s creditworthiness already before the Other Party fails to pay.
Reiger will first use any payments made by the Other Party for the payment of any interest and costs due and thereafter for unpaid invoices with the oldest expiry dates, unless the Other Party indicates in writing when making payment that it concerns a later invoice.
The Other Party does not have the right to set off Reiger’s claims against any claims it may have against Reiger. This also applies if the Other Party applies for a (provisional) suspension of payment or is declared bankrupt.
Article 16: Retention of title
Reiger retains title to all goods delivered and to be delivered under the contract until the moment at which the Other Party has complied with its payment obligations towards Reiger.
The payment obligations referred to in the previous paragraph consist of payment of the purchase price of the goods, increased by the claims in connection with activities performed related to the delivery and claims in connection with the Other Party’s attributable failure to comply with its obligations, such as claims for payment of compensation, extrajudicial collection costs, interest and any penalties.
If it concerns delivery of identical goods that cannot be identified individually, the shipment of goods belonging to the oldest invoices will be deemed to have been sold first. The retention of title therefore always applies to goods delivered that are still in the stock, store and/or inventory of the Other Party at the time of the invocation of the retention of title.
Goods subject to a retention of title may be resold by the Other Party within the context of the ordinary business operations, provided it also stipulated a retention of title from its customers in respect of the goods delivered.
As long as the goods delivered are subject to a retention of title, the Other Party may not pledge the goods in any way or place the goods under the actual control of a financier by means of list of receivables pledged to the bank.
The Other Party is obliged to inform Reiger in writing immediately but within at most 3 working days in case third parties allege that they hold a right of retention or other rights in respect of the goods subject to retention of title.
The Other Party must store the goods with due care and identifiably as the property of Reiger as long as they are subject to the retention of title.
The Other Party must take out the required commercial or property insurance so that the goods that were delivered subject to the retention of title are always included in the insurance and will allow Reiger to inspect the insurance policy and the related proof of payment of the premiums upon first request.
If the Other Party acts contrary to the provisions of this article or Reiger invokes the retention of title, Reiger and its employees will have the right irrevocable right to enter the Other Party’s premises and take back the goods delivered subject to retention of title. This applies in full to Reiger’s right to compensation of damage, lost profit and interest and the right to dissolve the contract without further notice of default by means of a written statement.
Article 17: Intellectual property rights
Reiger is and remains the party entitled to all intellectual property rights in respect of, arising from, related to and/or belonging to the goods delivered by Reiger within the context of the contract, unless the parties have agreed otherwise in writing. Reiger expressly and exclusively reserves the exercise of these rights, both during and after the performance of the contract.
This means among other things that the Other Party is not allowed to imitate, change, reproduce etc. the goods delivered by Reiger or parts thereof, without the prior, written approval of Reiger.
The Other Party guarantees that any documents and files provided by it to Reiger do not infringe the copyright or any other intellectual property right of third parties. The Other Party is liable for any losses sustained by Reiger as a result of such infringements and indemnifies Reiger against claims from such parties.
Article 18: Right of retention
Reiger has the right to suspend the delivery of the goods and documents ordered, which were created for the Other Party in connection with the performance of the contract as well as the return of documents and goods owned by the Other Party, which Reiger has in its possession for the assembly, maintenance or repairs, if and during the period that:
the Other Party has not paid or has not paid in full all costs of the activities carried out in respect of these goods;
the Other Party has not paid or has not paid in full all costs of the activities carried out previously by Reiger in respect of these goods;
the Other Party has not paid or has not paid in full other payable claims that arise from the contractual relationship with Reiger.
Reiger is not liable for any damage – of any kind whatsoever – that is the result of Reiger exercising the right of retention.
Article 19: Bankruptcy, having no power of disposition etc.
Reiger always has the right to dissolve the contract without further notice of default by means of a written statement at the moment at which;
the Other Party is declared bankrupt or a petition for its bankruptcy has been submitted;
the Other Party applies for a (provisional) suspension of payment;
an executory attachment is levied against the Other Party;
the Other Party is placed under guardianship or administration;
the Other Party otherwise loses its right to dispose of or legal capacity with respect to its assets or parts thereof.
The Other Party must always inform the trustee or administrator of the (content of the) contract and these general terms and conditions.
Article 20: Force Majeure
Reiger is not obliged to comply with any obligation towards the Other Party if it is prevented from doing so as a result of a circumstance that is not its fault, nor if it is not accountable by law, legal act or according to generally accepted standards.
Under these general terms and conditions, force majeure shall mean, in addition to the meaning thereof as laid down in the law and in case law, all external causes, anticipated or not anticipated, on which Reiger cannot exert influence, but which prevent Reiger from fulfilling its obligations. Including strikes within Reiger’s business or that of third parties. Reiger also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Reiger should have already complied with the relevant obligation.
Reiger has the right to suspend the obligations arising from the contract during the period of force majeure. If this period exceeds two months, each party will have the right to dissolve the contract without being obliged to pay compensation to the other party.
Insofar as Reiger has already complied in part with its obligations under the contract at the time the situation of force majeure arises or will be able to comply with this obligation, and the part that has been or will be complied with has independent value, the User will have the right to invoice separately the part that has already been complied with or that will be complied with. The Other Party is obliged to pay this invoice as if it concerned a separate contract.
Article 21: Prohibition on use
All Reiger products, in any form whatsoever, may only be used for car and motor racing, unless agreed otherwise in the order confirmation.
The use of the products for war vehicles or vehicles that could be used for the purpose of a military or other armed conflict, in any way whatsoever, directly and/or indirectly, is expressly forbidden, unless agreed otherwise.
The Other Party is liable for all losses that arise from the prohibited use in any way whatsoever, directly and/or indirectly.
Article 22: Cancellation, suspension
If the Other Party wishes to cancel the contract prior to or during its performance, it will owe Reiger a compensation to be determined by Reiger. This compensation comprises all direct and/or indirect costs incurred by Reiger and the losses Reiger suffered as a result of the cancellation, including lost profit. Reiger has the right to fix the compensation and – at its discretion and depending on the deliveries already performed – charge 20 to 100% of the agreed price to the Other Party.
The Other Party is liable towards third parties for all consequences of the cancellation and indemnifies Reiger against all claims from these third parties that arise therefrom.
Reiger has the right to set off all amounts paid by the Other Party against the compensation payable by the Other Party.
In case of suspension of the performance of the contract at the request of the Other Party, all costs incurred until that time will become immediately due and payable and Reiger will have the right to charge these to the Other Party. Also, Reiger has the right to charge all costs incurred or to be incurred during the period of suspension to the Other Party.
If the performance of the contract cannot be resumed after the agreed period of suspension, Reiger will have the right to dissolve the contract by means of a written statement addressed to the Other Party. If the performance of the contract can be resumed following the agreed period of suspension, the Other Party will be obliged to reimburse to the Other Party the costs that may arise from this resumption.
Article 23: Processing of personal data
When accepting and handling an assignment, it is important that personal data from third parties are exchanged. In order for the transmission of (sensitive) personal data to be made, the consumer must make this data available to Reiger in a secure manner. Measures include sufficient security of equipment and ensuring sufficiently secured transmission.
Under the GDPR (General Data Protection Regulation), Reiger is obliged to protect personal data from the moment that they come under its control until the personal data can be destroyed.
After receiving the (sensitive) personal data, Reiger will handle these (sensitive) personal data with due care.
Reiger will only share the data with its employees insofar as sharing is necessary to ensure the proper handling of the assignment and to promote the quality of services provided by Reiger.
Reiger will never share data with third parties without the express, written approval of the consumer, unless such is required by the nature of the assignment. In the latter case, your permission is deemed to be included when giving the assignment.
During the handling of the case, the personal data are carefully kept at the Reiger offices and only moved if proper handling of the file requires this. If the physical file is located outside the Reiger offices, Reiger will apply the necessary care in order to prevent the loss or unlawful processing of personal data.
Files and personal data will be stored both internally and externally by Reiger during the statutory retention period. Reiger will handle the storage and processing of the file with due care. In the event Reiger uses the services of third parties for the purpose of storage, Reiger will oblige the third party to apply at least the same level of security.
In the event a data breach occurs at Reiger or at one of its auxiliary persons, despite the care applied by Reiger, Reiger will only be liable if the data breach was caused by the fact that the security of its systems was not in good order. In addition, Reiger will only be liable in case of losses for direct losses caused by the data breach and not for the consequential losses.
Furthermore, any liability is limited firstly to the amount of the fees paid by the customer in the past three months and secondly to the amount paid by Reiger’s liability insurer in the case concerned.
Article 24: Final provisions
The contract concluded between Reiger and the Other Party is governed exclusively by Dutch law.
The applicability of the Vienna Sales Convention (CISG) is expressly agreed.
Any disputes will be submitted to the competent court in the place where Reiger has its registered office, albeit that Reiger always has the right to submit a dispute to the competent court in the place where the Other Party has its registered office.
If the Other Party is established abroad, Reiger will have the right to decide to submit the dispute to the competent court in the country or state where the Other Party is established.