General terms and conditions Reedijk Crane Support B.V.

Definitions

1. In these General Terms and Conditions, the following definitions apply:

• General Conditions: these General Conditions.
• REEDIJK: The private company with limited liability Reedijk Cranesupport B.V., with its registered office in Westmaas.
• Auxiliary persons: the employees, subcontractors, suppliers and other (legal) persons deployed by REEDIJK for the implementation of the Agreement.
• Agreement: the agreement under which REEDIJK has committed itself to the sale and/or rental and/or delivery of products and/or services in the broadest sense of the word.
• Client: the natural person acting in the exercise of a profession or business who concludes an Agreement with Reedijk or the legal person who concludes an Agreement with REEDIJK.

2. These General Terms and Conditions are exclusively applicable to every invitation from the Client to make a quotation, to every quotation made by REEDIJK to the Client, to every assignment from the Client to REEDIJK and every Agreement.
3. The client agrees to the applicability of these General Terms and Conditions to subsequent agreements between the client and REEDIJK.
4. A deviation from a provision of these General Terms and Conditions is only valid if and as far as the relevant deviation has been unambiguously accepted by REEDIJK in writing.
5. REEDIJK is entitled to change and/or supplement these general terms and conditions. Such an amendment and/or addition will take effect 30 days after its announcement by filing it with the Chamber of Commerce and, in the case of existing agreements, by sending the new version of the General Terms and Conditions to the Client.
6. If one or more provisions in these general terms and conditions are invalid or should be annulled, the other provisions of these general terms and conditions remain fully applicable. REEDIJK and the Client will then enter into consultation to agree on new provisions to replace the void or voided provisions, taking into account the purpose and intent of the original provision if and to the extent possible.

Conclusion of Agreement

7. All REEDIJK offers are without obligation and revocable, unless expressly stated otherwise in writing.
8. The Client cannot derive any rights from the description included in the quotation.
9. If an Agreement is not entered into in writing, REEDIJK’s invoice will be deemed to represent the Agreement correctly and completely, unless there is evidence to the contrary.
10. If the Client makes changes and/or reservations in the quotation, the Agreement will only be concluded after explicit and written consent to these changes and/or reservations by REEDIJK.

Prices

12. All quotations by REEDIJK are without obligation, unless expressly stated otherwise in writing.
13. Unless otherwise stated, all agreed prices are:
    1. based on the level of the cost prices applicable during the quotation or order date, such as purchase prices, wage costs, fuel prices and other costs,
    2. exclusive of VAT and other taxes, (import and export) levies and duties,
    3. excluding the costs of transport and insurance.
14. In the event of an increase in one or more cost price factors occurring after the quotation date, REEDIJK is entitled to increase the original price accordingly. This increase will not take effect until REEDIJK has notified the Client in writing of the increase.
15. A composite quotation does not oblige REEDIJK to perform part of the Agreement for a corresponding part of the stated price.

16. REEDIJK is obliged to exercise the care that can reasonably be expected under the given circumstances. However, REEDIJK does not guarantee the achievement of the intended result of the Client in any way.
17. The Client is obliged to provide all facts and circumstances that may be important for the correct execution of the Agreement as well as all data and information required by REEDIJK in a timely manner. The Client guarantees the correctness and completeness of all data and information provided to REEDIJK.
18. If the information required for the performance of the Agreement has not been provided to REEDIJK or has not been provided to REEDIJK on time and/or incompletely, REEDIJK has the right to discontinue or suspend the performance of the Agreement. REEDIJK may charge the costs directly or indirectly resulting from the termination and/or suspension of the performance of the Agreement to the Client.
19. REEDIJK is authorized to have certain activities performed by third parties. The applicability of Article 7:404 paragraph 2 of the Dutch Civil Code and 7:409 of the Dutch Civil Code is hereby expressly excluded.
20. The execution of the Agreement is exclusively for the benefit of the Client.
21. REEDIJK may terminate the Agreement prematurely at any time

22. If goods and/or work are subject to government regulations, including but not limited to customs and excise regulations and tax regulations, the Client must provide all information and documents necessary in connection therewith in a timely manner in order to enable REEDIJK to comply with those provisions or regulations. Providing REEDIJK with information as stated in the previous sentence in no way constitutes an order to carry out customs formalities. In the event of an assignment, the Client must request this in good time and in writing. Insofar as REEDIJK has undertaken the assignment within the framework of the agreement to apply for any permits and/or exemptions, this obligation shall only apply as a best efforts obligation, and entirely at the expense and risk of the Client. Reedijk is therefore never liable for damage arising from or in connection with customs work performed by the Client.

Auxiliaries

23. REEDIJK is entitled to deploy auxiliary persons in the performance of the Agreement.
24. If auxiliary persons deployed by REEDIJK are held liable outside the Agreement with regard to the activities for which they were deployed by REEDIJK, it is stipulated on their behalf that they can invoke all legal and contractual defenses regarding exclusion or limitation of liability as well as indemnification that REEDIJK can rely on to defend against can invoke its own liability towards the Client.
25. REEDIJK is not liable for damage caused by
    1. The auxiliary persons deployed by REEDIJK for whatever reason, and/or
    2. the auxiliary persons deployed by REEDIJK if these auxiliary persons perform work outside the framework of the Agreement, and/or
    3. intent or willful recklessness by the auxiliary persons deployed by REEDIJK.

More – and less work, extra costs

26. Changes to the original Agreement of whatever nature, made in writing or in any other way by or on behalf of the Client, which cause higher costs than those calculated in the quotation, will be charged extra to the Client.
27. In the event that during the performance of the Agreement it appears that it is necessary for a proper performance of the Agreement to adjust or change the Agreement with the result that higher costs are incurred than those calculated by REEDIJK in the quotation, then REEDIJK is entitled to charge these costs extra to the Client.
28. Changes made to the Agreement may result in the agreed delivery time being exceeded. REEDIJK cannot be held liable for this exceeding or for any consequences thereof and REEDIJK does not accept any liability.
29. The changes to the Agreement required by the Client must be communicated to REEDIJK in writing by the Client. If stated in a different way, the risk for the processing of the changes is for the account of the Client.

Delivery

30. REEDIJK have agreed in writing. If no date of delivery has been agreed, REEDIJK will inform the Client in good time in advance when delivery will be made at the Client’s place of business or, if another place of delivery has been expressly agreed in writing, will be delivered to the agreed location.
31. All delivery terms stated in the quotation(s), order confirmations and the Agreement only apply as a best efforts obligation on the basis of which REEDIJK is obliged to strive within its power to observe the agreed term.
32. If the delivery takes place early or if it exceeds the agreed term, this never entitles the Client to dissolve or destroy the Agreement (or have it dissolved) and/or to claim compensation. Furthermore, this never entitles the Client to suspend its own obligations.
33. The delivery (including transport) including costs and insurance is at the expense and risk of the Client, unless expressly agreed otherwise in writing.
34. Delivery takes place ‘ex warehouse’. REEDIJK reserves the right to have the ready goods stored at the expense and risk of the Client, but REEDIJK is not obliged to do so.

35. The agreement between REEDIJK and the Client is entered into for a definite period of time, unless the parties expressly agree otherwise in writing.
36. If a term has been agreed within the term of the agreement for the completion of certain activities, this only concerns a best efforts obligation and is never a strict deadline. If the completion takes place early or if the agreed term is exceeded, this never entitles the Client to dissolve or destroy the Agreement (or have it dissolved) and/or to claim compensation. Furthermore, this never entitles the Client to suspend its own obligations.

37. Without prejudice to the provisions of the following paragraphs, payment must be made within the term stated in the invoice and, failing that, within 14 days of the invoice date, in a manner to be indicated by REEDIJK in the currency in which the invoice was issued.
38. REEDIJK ensures timely invoicing. Part billing is possible at any time.
39. The complaint term on invoices sent by REEDIJK is 14 days. If no complaint has been made within that period, the invoice will be deemed to be correct upon forfeiture of rights.
40. REEDIJK’s payment terms can be regarded as strict deadlines. If a payment term is exceeded, the Client is immediately in default. In that case, the Client owes default interest of one (1) percent per month or part of a month on the outstanding amount, unless the statutory interest is higher, in which case the statutory interest applies. The imposition, collection or settlement of the default interest does not affect REEDIJK’s right to full compensation for its damage and dissolution.
41. All costs, both judicial and extrajudicial, with regard to the collection of the amount owed and/or not paid in time by the Client, are for the account of the Client. Submission of the relevant invoices is sufficient as proof of the indebtedness of these costs and/or amounts. The costs are fixed at a minimum of 15% of the invoice amount concerned.
42. A payment made by the Client will in the first place be used to reduce all costs and interest owed and finally to reduce the payable invoices.
43. REEDIJK is at all times entitled, irrespective of the agreed payment condition(s), to require payment in advance from the Client or sufficient security in the form of a bank guarantee approved by REEDIJK for the fulfillment of its obligations. If the Client does not immediately comply with a request to that effect from REEDIJK, REEDIJK is entitled to immediately suspend its obligations under the Agreement and the Client is in default, without any notice of default being required.
44. REEDIJK is always authorized to set off all that it owes to the Client against that which the Client or a company affiliated with the Client owes REEDIJK, whether due or not, subject to condition or time setting. In the event of default on the part of REEDIJK, the Client is only authorized to make any settlement after REEDIJK’s written consent.
45. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, REEDIJK’s claims against the Client are immediately due and payable.

46. The Client must report an alleged defect and/or imperfection in the delivered goods in writing immediately but at the latest within 3 days after the Client has discovered or should reasonably have discovered the defect, on pain of forfeiture of claims. The Client has an obligation to investigate the delivered goods (involuntarily whether this delivery took place under a purchase agreement or otherwise).
47. With regard to externally observable defects, the Client must report the alleged defects and/or imperfections to REEDIJK immediately upon delivery, on pain of forfeiture of claims.
48. REEDIJK is in no way liable if the defects or failure to function (properly) are wholly or partially, directly or indirectly, the result of:
    1. Improper, careless or incompetent use,
    2. external causes such as fire or water damage,
    3. government regulations,
    4. changes or repairs that the Client has made or has made/performed to the delivered products or parts thereof without REEDIJK’s permission.

49. REEDIJK is entitled to suspend or discontinue the (further) performance of the Agreement if the Client does not observe the payment conditions and/or fails to provide the required bank guarantee, which has been approved by REEDIJK.
50. Without prejudice to the provisions of the other articles, REEDIJK is entitled to suspend the execution of the Agreement (and all other agreements concluded with the Client) or, at REEDIJK’s option, to suspend the Agreement, without notice of default or judicial intervention being required (in whole or in part). ) with immediate effect if:
    1. A bankruptcy petition is filed against the Client, the latter applies for bankruptcy itself, is declared bankrupt, the Client has applied for a suspension of payments or is granted a suspension of payments, the Client offers its creditors an agreement or is otherwise insolvent.
    2. The Client completely or partially ceases its business activities.
    3. The client proceeds to liquidate his company.
    4. The Client does not, not timely or not properly fulfill one or more obligations arising from the Agreement, or REEDIJK has good reasons to fear that the Client will fail to comply with the Agreement.
    5. REEDIJK is prevented from (further) executing the agreement due to force majeure of a permanent or temporary nature.

If one of the situations described above occurs, the Client is obliged to immediately inform REEDIJK thereof.

51. In the event of dissolution of the Agreement, REEDIJK is never obliged to pay any form of compensation to the Client. The Client is obliged to indemnify REEDIJK against any claims from third parties that may arise as a result of the dissolution of the Agreement.
52. The consequences of suspension, strike and/or dissolution are entirely at the expense and risk of the Client.
53. In the event of dissolution of the Agreement, all amounts owed by the Client to REEDIJK will become immediately due and payable in full.
54. Dissolution of the Agreement does not affect REEDIJK’s right to full compensation for its damage.
55. In the case of sale, delivery is subject to retention of title and REEDIJK is entitled to take back the delivered goods in the event of late payment, without further notice of default and judicial intervention, in accordance with the provisions of Article 7:39 et seq. of the Dutch Civil Code (right of complaint). without prejudice to REEDIJK’s right to full compensation for its damage. The Client gives REEDIJK permission in advance to enter all of the Client’s places.
56. Any dissolution of the agreement between the parties does not affect the operation of these General Terms and Conditions.

Liability and Indemnification

57. REEDIJK is only liable for damage caused by a shortcoming if and insofar as this shortcoming is due to intent or willful recklessness on its part.
58. Liability for company, consequential and indirect damage as well as damage caused by late delivery is excluded in all cases.
59. REEDIJK is in no way liable if and insofar as the damage is (directly and/or indirectly) caused by incorrect and/or incomplete information from the Client, all this regardless of whether or not the Client is/was aware of this and/or or regardless of the fact whether the Client could reasonably have and/or had the required knowledge/information/documents.
60. REEDIJK is in no way liable if and insofar as the damage (directly and/or indirectly) is caused by the Client or instructions made available by the Client.
61. Any form of liability for the delivered and/or services if this (whether or not jointly with another product) is made part of another product and/or services and/or is placed in another product and/or is otherwise modified and/or is affected is expressly excluded in all cases. Any form of liability for the delivered goods and/or services is also excluded in the event that the functioning and/or use thereof depends on a product and/or object and/or services not supplied by REEDIJK.
62. REEDIJK in no way guarantees or is not liable for the compliance or non-compliance with and/or the correctness of the products and/or services ordered by the application thereof, unless the Client has explicitly requested and written advice about this and REEDIJK has given an explicit and written answer to this request for advice.
63. The Client is fully and independently liable and responsible for the safety and therefore the working conditions at the location where REEDIJK and/or other (legal) persons engaged by REEDIJK provide the services. The client indemnifies REEDIJK against all damage directly and/or indirectly arising from the working conditions and/or workplace.
64. Insofar as REEDIJK provides advice without an explicit agreement to provide advice, such advice is without obligation and REEDIJK does not accept any liability for it.
65. In the event that REEDIJK is liable, it will, at its discretion, proceed to compensation or repair. The compensation owed will never exceed the invoice amount (in case of a longer term of the agreement, this invoice amount is limited to the invoice amount over the period of the most recent 6 months) of the relevant Agreement. REEDIJK’s liability is in any case limited to the amount paid out by REEDIJK’s insurer in the relevant case.
66. The Client will take out adequate insurance to cover any liabilities, partly as a result of the indemnification of REEDIJK.
67. The Client indemnifies REEDIJK and other (legal) persons engaged by REEDIJK in the performance of the agreement against all claims by third parties for any damage suffered by these third parties, caused by or otherwise related to goods, services or products originating from REEDIJK.
68. The Client indemnifies REEDIJK against claims by third parties with regard to intellectual property rights to materials or data provided by REEDIJK, which are used in the execution of the agreement.
69. If REEDIJK should be held liable for this by third parties, the Client is obliged to assist REEDIJK both extrajudicially and in court and to immediately do everything that may be expected of it in that case.
70. Should the Client fail to take adequate measures, REEDIJK is entitled to do so itself without prior notice of default. All costs and damage on the part of the Client and third parties arising as a result will be entirely at the expense and risk of the Client.
71. Conditions that limit liability, exclude liability or determine liability, which can be invoked by third parties against REEDIJK, can also be invoked by REEDIJK against the Client.
72. All defenses that REEDIJK can derive from the agreement concluded with the Client to fend off its liability can also be invoked against the Client by other (legal) persons engaged by REEDIJK in the execution of the agreement, as if these persons themselves were parties to the agreement.

73. The Client is obliged, at its own expense, to take out adequate insurance that at all times covers its legal and contractual liability, which may arise during or in connection with the execution of the Agreement, with the exclusion of recourse against REEDIJK and the auxiliary persons deployed by it. The Client is obliged to grant REEDIJK access to the policy and proof of premium payment at its first request or to provide REEDIJK with a certified copy of the insurance policy by the insurer. The Client hereby assigns to REEDIJK in advance all claims for payment of insurance proceeds, insofar as they relate to damage for which the Client is liable towards REEDIJK.
74. REEDIJK will under no circumstances take out insurance with regard to the services it provides under the Agreement and/or the goods of the Client that it has in its possession for the performance of the Agreement, other than as appears from the policy as provided by REEDIJK to the Client at the request of REEDIJK. will be handed over to the Client. REEDIJK is never liable for damage, loss, costs or other disadvantages arising from an insufficient or otherwise incorrect statement of the sum to be insured and/or the items to be insured by the Client.

75. Failure by REEDIJK in the fulfillment of an obligation is not attributable if this is the result of, or at least related to, a circumstance, whether or not foreseeable or not, beyond REEDIJK’s control. In any event, but not exclusively, the following applies as such: all disruptions or impediments that make the execution of the agreement more expensive or more objectionable, such as storm damage and other natural disasters, impediments by third parties, full or partial strikes, lockouts, riots both in this country and in the country of origin of materials, danger of war here or in other countries, loss or damage of materials during transport, related or related extraordinary circumstances, such as export and import bans etc., total or partial mobilization hindering measures of any government, prohibition on delivery to the Client, fire and other accidents in the company, lack of or malfunctions in means of transport, non-timely/incomplete or incorrect delivery of goods by suppliers at home and abroad, stagnation in the supply from other countries and in general all circum stances events, events, causes and consequences, which are beyond REEDIJK’s control or control.
76. If REEDIJK falls short in the fulfillment of the agreement without this being attributable to it and fulfillment is permanently impossible, the agreement can be dissolved in whole or in part with immediate effect. If fulfillment is not permanently impossible, the execution of the agreement can be suspended for a maximum of six (6) months.
77. In the event that REEDIJK incurs additional costs for the fulfillment of the agreement in connection with circumstances not attributable to it, it is authorized to pass these on to the Client in all reasonableness.
78. In the event that, at the time of the occurrence of force majeure, REEDIJK has already partially fulfilled its obligations under the agreement or will still be able to fulfill them in part, REEDIJK is entitled to invoice separately for this part or the part still to be fulfilled. The client is obliged to pay this invoice.
79. In the event of dissolution or suspension of the agreement as a result of force majeure/non-attributable failure, REEDIJK will not be obliged to pay any compensation.

80. The parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.
81. If, on the basis of a statutory provision or a court decision, REEDIJK is obliged to also provide confidential information to third parties designated by the law or the competent court, and REEDIJK cannot rely on a legal or competent court recognized in this regard. or permitted right of non-disclosure, REEDIJK is not obliged to pay compensation or indemnification and the Client is not entitled to dissolve the agreement on the basis of any damage caused by this.

82. All goods delivered by REEDIJK remain the property of REEDIJK at all times until the moment of full payment by the Client of what REEDIJK has to claim from the Client in connection with the underlying agreement, including damage, costs and interest.
83. The right of retention on those goods does not belong to the Client
84. The client is not authorized to pledge or transfer ownership of the goods to third parties, as he would then be guilty of embezzlement.
85. If the Client fails to fulfill any obligation under an agreement with REEDIJK, REEDIJK is entitled to reclaim the delivered goods (irrespective of whether they have already been made part of another product) without any notice of default being required. In that case, REEDIJK has the right to dissolve the agreement between the parties without judicial intervention, without prejudice to REEDIJK’s right to compensation for damage, lost profit and interest.
86. REEDIJK is entitled to retain the goods it holds from and for the Client until payment of all costs incurred by REEDIJK for the performance of the Agreement, irrespective of whether the Agreement in question relates to the goods that REEDIJK holds.
87. The Client is not authorized to pledge the goods subject to retention of title or to establish any other (limited) right to them or to have them established. If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the Client is obliged to notify REEDIJK of this immediately in writing.
88. REEDIJK keeps the goods that REEDIJK keeps in its custody for the benefit of the Client at the expense and risk of the Client. The Client undertakes to insure and keep insured both the goods delivered subject to retention of title and the goods that REEDIJK holds for the Client against fire, explosion and water damage, against damage as a result of destruction and against theft and/or any other risks. which may or may not be foreseeable. The client must always show REEDIJK the policy of this insurance policy(s) on first request.

89. All intellectual or industrial property rights to all software, equipment or other materials developed or made available under the Agreement, such as designs, documentation, reports, quotations, as well as preparatory material thereof, are vested exclusively in REEDIJK.
90. All documents provided by REEDIJK, such as presentations, agreements, sketches, drawings, software, etc., are exclusively intended to be used by the Client and may not be reproduced, published or disclosed to third parties without REEDIJK’s prior consent.
91. REEDIJK reserves the right to use the knowledge gained through the performance of the work for other purposes.

92. These General Terms and Conditions and all agreements to which these General Terms and Conditions apply are governed by Dutch law, with the exclusion of the United Nations Convention on the Contract for the International Sale of Goods of 1980 (The Vienna Sales Convention).

93. All disputes concerning the General Terms and Conditions, the Agreement or concerning agreements concluded for the implementation of the Agreement will be submitted exclusively to the competent court in Rotterdam.