Terms & conditions of delivery

I GENERAL PROVISIONS
1. Remotecontrolparts and WBHandel are the trade names of Remotecontrolparts B.V., established at Industrieweg 20, 4794 SX, Heijningen, and registered in the Chamber of Commerce under number 85854791.
2. These general terms and conditions apply to all offers drawn up by Remotecontrolparts B.V., hereinafter referred to as RCP, as well as to agreements concluded between it and the Client. They also apply to all obligations arising from agreements subsequently concluded between Parties. The applicability of the Client’s general terms and conditions is expressly rejected.
3. The term work in these terms and conditions is understood to mean the total of the agreed work (including any design work) and/or deliveries.

II OFFER
4. All offers made by RCP are without obligation.
5. In the event Client provides information to RCP, RCP may assume this information is correct and complete and shall therefore base its offer on this.

III CONCLUSION OF THE CONTRACT
6. If RCP’s offer is accepted, the agreement will be concluded at the moment RCP either:
– confirms the acceptance within a reasonable time, or
– commences with the execution of the work.
7. RCP cannot be obliged to start the execution of the work until it has all the necessary information in its possession and it has received the agreed (instalment) payment.

IV EXECUTION OF THE CONTRACT
Obligations of RCP
8. When executing the work, RCP observes all regulations declared applicable to it. Any financial consequences due to changes in the regulations between the date of the offer and the completion of the work shall be settled as additional work.
9. In the relevant cases, RCP instructs Client or a designated person regarding the commissioning and operation of the completed work. The scope, date, commencement and duration of the aforementioned obligations are determined by RCP in all reasonableness.
10. The Client cannot derive any rights from instructions, advice and information that are not directly related to the work.

Obligations of Client
11. Client ensures RCP can perform the work within RCP’s normal working hours and under conditions that comply with the legal safety requirements and other government regulations, and that RCP receives, in good time during the execution of the work, the approvals required (such as permits and exemptions) to undertake the work, as well as any and all information required about the necessary facilities if the work takes place on location.
12. Client shall ensure any work and/or deliveries to be performed by third parties that are not part of the work to be carried out by RCP are carried out in such a way and in such a timely manner that the execution of RCP’s work is not delayed. If a delay (as referred to in this article) arises for whatever reason, Client must inform RCP thereof immediately in writing.
13. If commencement and progress of the work is delayed by circumstances for which the client is responsible (as referred to in Article 12 for example), the resulting damage suffered by RCP must be compensated for by Client.
14. Client is responsible for the timely availability of adequate and safe auxiliary tools and for the accessibility of the site where the work is to be executed, as well as for the suitability of the access roads to the site of the work.
15. Client bears the risk for damage to and loss of materials, parts or tools that have been delivered to the work site.
16. Client allows RCP to place signs with its name and advertising on the work site or on the work itself.

V CONTENTS OF THE CONTRACT
Delivery Time/Execution Period
17. Any specified execution period or delivery time is indicated. Exceeding the execution period or delivery time in no way entitles Client to dissolution or compensation. If the indicative delivery time is exceeded, RCP shall consult with Client.

Prices
18. Prices quoted by RCP are ex-works, exclusive of freight, packaging, insurance, and exclusive of VAT and any other duties, taxes or other levies levied by the government.
19. If, after the date of the offer, an increase is applied to one or more cost price factors, including materials, aids, parts, raw materials, wages and government charges, RCP is entitled to increase the price offered or the agreed price accordingly, regardless of whether this was foreseeable at the time of the offer.
20. If RCP provides assistance with assembly or carries out assembly work not included in the order, this assembly work shall be charged to Client as additional work on the basis of RCP’s usual hourly rate unless otherwise agreed.
21. If the assembly is executed on the basis of an hourly rate, the costs associated with the transport of personnel and tools, as well as any living costs incurred insofar as RCP personnel must stay elsewhere than their usual place of residence in connection with the assembly work, shall be passed on to the Client. Finally, any expenses related to the use of tools that cannot be deemed to belong to the normal equipment of the technicians involved in the work shall be passed on to the Client.

Calculating Reduced and Additional Work
22. Reduced and additional work is calculated:
– in the event of changes in design, specification or requirement;
– in the event there are variations between the provisional sums and the billable and estimated quantities;
– in cases as provided for in these terms and conditions.
23. Settlement of additional work shall take place immediately upon the commencement of the next payment term. If payment has been agreed for after the work has been completed, Client shall pay the price of the additional work upon first request of RCP.

Delivery
24. The work is considered complete either:
– when RCP has notified Client that the work is complete, tested and ready for operation, and Client has approved the work; or
– when eight days have elapsed after RCP has stated to Client in writing that the work has been completed, and the Client has failed to approve or accept the work within that period; or
– when the Client commissions the work (early), on the understanding that (early) commissioning of a part of the work means that part is considered to be complete.
25. Minor defects that can be repaired within the warranty period and that do not affect the functioning of the work shall not prevent the delivery.
26. Delivery releases RCP from all liability for defects that Client should reasonably have discovered at the time of delivery.
27. Any and all risk for the work is transferred from RCP to the Client upon delivery.

Obligation to Inspect and Report Deficiencies
28. The Client is obliged to inspect the work or have it inspected at the time of delivery or completion. In doing so, Client must check whether the quality and quantity of thedelivered goods corresponds to what has been agreed, or at least meets the requirements set for this in normal trade.
29. Visible defects must be reported in writing to RCP within five working days after delivery or completion.
30. Defects that are not visible must be reported in writing to RCP within five days of discovery.
31. The notification referred to in Articles 29 and 30 must be accompanied by a detailed description of the alleged defect.
32. Client cannot invoke a defect in the work/performance if Client has not registered this in writing within the periods referred to in Articles 29 and 30.
33. RCP must be allowed to check the alleged deficiencies. If a complaint is made in time and, in the opinion of RCP, there are grounds for the complaint, RCP shall repair the shortcomings or defects within a reasonable period of time or replace the delivered goods. The Client is nonetheless still obliged to pay and fulfil its obligations. If it is established that a complaint is unfounded, any and all costs, including inspection costs, incurred by RCP as a result will be borne by the Client. If a complaint is not made in time or if the Client has put the goods delivered by RCP into use, the delivered goods will be deemed to have been delivered properly.

Force Majeure
34. Force majeure refers to circumstances RCP did not reasonably have to take into account or which it was not aware of when concluding the agreement. This also includes the non-compliance by RCP’s suppliers with their obligations, transport difficulties, fire, strikes or work stoppages, loss of the parts to be processed, import or trade restrictions.
35. In the event of force majeure being invoked, RCP is, without judicial intervention, authorised to either suspend the execution of the work for a maximum of six months or to terminate the work in an unfinished state, both without being obliged to pay any compensation. All costs incurred by RCP up to that point shall be immediately due and payable in full.
36. If force majeure has been invoked and fulfilment is permanently deemed impossible, and if force majeure has already been invoked temporarily for more than 6 months, the Client is entitled to dissolve the agreement for that part of the obligations not yet fulfilled by RCP.

Termination
37. Without prejudice to its further rights, RCP is, without judicial intervention and without notice of default, authorised to either suspend the execution of the work or to terminate the work in an unfinished state if the Client has either:
– applied for or has been granted a suspension of payments; or
– been declared bankrupt or filed for bankruptcy; or
– failed to fulfil an obligation, or RCP believes Client shall fail to do so.
38. All claims RCP may have against Client in these cases shall be due and fully payable immediately.

Termination or Cancellation of the Agreement
39. Client is not authorised to (partially) terminate or cancel the agreement unless agreed by RCP.
40. In the event RCP agrees to termination or cancellation, the Client shall owe an immediately due and payable payment amounting to the agreed price minus the savings RCP will enjoy as a result of the termination or cancellation.

Intellectual Property Rights
41. RCP does not transfer any intellectual property rights to Client as part of the execution of the work.
42. RCP is regarded as maker, designer or inventor of the work created in the context of the agreement unless otherwise agreed in writing.
43. The Client indemnifies RCP against all claims made by third parties regarding damage that remains pursuant to these terms and conditions as billed to the Client, including damage as a result of infringements of intellectual and industrial property rights.

VI PAYMENT
Payment
44. Payment shall be made within 30 days of the invoice date to the account number designated by RCP, unless otherwise agreed.
45. Payment for additional work must be made within 30 days after this has been charged to Client unless otherwise agreed in writing.
46. If Client does not pay within the agreed terms, Client is deemed to be in default by operation of law and RCP is, without notice of default, entitled to charge interest at 1% per month, as well as all costs incurred by it to collect the purchase price or contract price, all this without prejudice to its other rights. RCP can choose to calculate the extrajudicial costs at a fixed rate of 15% of the amount to be claimed.
47. Any payment made by the Client first serves to reduce all costs and interest owed, followed by the longest outstanding claims, even if the Client states the payment relates to later invoices.

Ownership
48. RCP remains the owner of all goods it delivers and/or holds for the Client (such as materials and parts) as long as the Client has not fulfilled its payment obligations towards RCP in the broadest sense of the word, including what the Client owes to RCP in connection with the failure to fulfil its obligations under any agreement.

VII GUARANTEE
49. Within the limits of the following provisions, RCP guarantees the soundness of the materials it supplies for twelve (12) months after delivery, unless otherwise agreed in writing.
50. Defective materials shall be replaced free of charge. Any incurred travel, accommodation and labour costs shall nevertheless be fully borne by Client. With regard to repair or overhaul work carried out by RCP, a 6-month guarantee is provided on the soundness of the execution of the assigned works after delivery.
51. The guarantee obligation referred to in Article 50 only extends to defects that were not reasonably observable at the time of delivery and that have appeared under normal operating conditions, and then only if the work has been used correctly. The guarantee does not extend to defects resulting from insufficient maintenance being carried out by the Client, changes made or repairs executed by Client without written permission from RCP, or normal wear and tear or defects as a result of improper action carried out by auxiliary persons prescribed by Client, damage caused due to defects in the information provided by Client, and/or damage caused by defects or unsuitability of goods that originate from the order or that have been prescribed by Client.
52. In order to be able to invoke the rights arising from Article 50, Client must:
– notify RCP of defects in writing immediately;
– demonstrate the defects can be attributed to poor quality or poor execution of the work or – if and insofar as the design of the work originates from RCP – are the direct result of a culpable error on the part of RCP;
– fully cooperate in order to enable RCP to remedy the defects within a reasonable period of time.
53. The defective parts replaced by RCP as part of the guarantee obligation are then the property of RCP.
54. If the costs of repair are, in the opinion of RCP, disproportionate to the Client’s interests, the Client is entitled to compensation.

VIII LIMITATION OF LIABILITY
55. With due observance of Articles 49-54, RCP is obliged to fulfil its contractual obligations in the event of the discovery of a shortcoming that can be attributed to RCP.
56. RCP’s obligation to offer compensation for damage is limited to the amount covered by its insurance.
57. If RCP cannot invoke Article 56 for whatever reason, the obligation to offer compensation for damage is limited to a maximum of 50% of the consideration owed by Client for the work performed by RCP.
58. The limitations described in Articles 56-57 do not apply if the damage is the result of intent or gross negligence on the part of RCP.
59. RCP is never liable for consequential damage, which includes (but is not limited to): loss of profit, production loss, stagnation damage, fines, travel and accommodation costs.
60. Client’s legal claim for compensation or recovery against RCP pursuant to these terms and conditions lapses one year after Client has protested in this regard.

IX Applicable Law and Competent Court
61. Dutch law is applicable. The “Vienna Sales Convention” is not applicable.
62. Disputes shall only be submitted to the competent court in the District Court of Zeeland-West-Brabant, Breda.

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