Delivery Terms: Art. 1 General.

1. These delivery terms apply to all offers, assignments, agreements, and commitments, however named, of RVS Afvoergoten B.V. – hereinafter referred to as: RVS Afvoergoten -, with third parties – hereinafter referred to as: the counterparty or the buyer – as well as the execution thereof. Deviation from these terms is only possible through a deed signed by the management of RVS Afvoergoten, in which case these terms remain applicable for the rest and the deviating terms apply only to the assignment for which they have been agreed upon. The applicability of general (purchase) conditions of the counterparty or buyer is hereby expressly rejected by RVS Afvoergoten.
2. In these delivery terms, goods refer to all products, goods, and/or materials supplied by RVS Afvoergoten.
3. Agreements or contracts with members of the staff of RVS Afvoergoten are not binding on RVS Afvoergoten unless they have been confirmed in writing by the management of RVS Afvoergoten. In this context, staff members are considered all employees and workers who are not part of the management of RVS Afvoergoten.
4. By providing an (oral or written) order or starting its execution, the buyer is deemed to fully agree with the applicability of these general delivery terms. Deviations from these general delivery terms must always be explicitly agreed upon in writing with RVS Afvoergoten in advance and are only valid for the specific quote or agreement for which they have been agreed.
5. If one or more provisions of these general delivery terms are void, the remaining provisions of these general delivery terms shall remain fully applicable. The management of RVS Afvoergoten and the buyer will then consult to agree on new provisions to replace the void provisions, which as far as possible approach the goal and scope of the void provision(s) to be replaced.

Art. 2 Offers.

1. All offers made by or on behalf of RVS Afvoergoten are non-binding and valid for 30 days, unless otherwise stated in the offer. The agreement is only deemed to have been established when RVS Afvoergoten has confirmed it in writing and the buyer has not made written objections within 8 days of the date of this confirmation. The date of the written confirmation by RVS Afvoergoten shall be considered as the date of establishment of the agreement. Any subsequent additional agreements or changes are only valid if confirmed in writing by RVS Afvoergoten and if the buyer has not made written objections within 8 days.
2. RVS Afvoergoten reserves all intellectual property rights, including but not limited to copyright, to the images, (technical) drawings, sketches, designs, prototypes, models, calculations, and computations provided in the offer or on other occasions. These remain the property of RVS Afvoergoten and may not be copied or shown to third parties, or otherwise used without the express prior written consent of RVS Afvoergoten. Upon request of RVS Afvoergoten, these must be returned to RVS Afvoergoten immediately. Information provided by RVS Afvoergoten in images, drawings, designs, prototypes, models, calculations, and computations or otherwise regarding size, weight, capacity, or results is not binding on RVS Afvoergoten, unless expressly guaranteed in writing by RVS Afvoergoten; otherwise, these statements are deemed to be approximate.
3. RVS Afvoergoten has the right, if the order or execution of work is not granted to it, to charge all costs (including labor) that RVS Afvoergoten had to make to prepare the offer to the counterparty, unless otherwise agreed in writing. The provisions of art. 3 apply accordingly.

Art. 3 Drawings, Models, Molds, and Dies.

1. All (technical) drawings, samples, models, molds, dies, and other materials – hereinafter collectively referred to as: the materials – and all intellectual property rights, including but not limited to copyright thereon, remain, unless expressly agreed otherwise in writing, the property of RVS Afvoergoten, even if and to the extent the costs for the manufacture are wholly or partially paid by the counterparty. The storage of the materials provided by the counterparty is at their expense and risk. No obligation is accepted by RVS Afvoergoten for insurance against fire damage, theft, or other damage. All maintenance, alteration, or renewal thereof for the benefit of the counterparty is at their expense.
2. After two years, counting from the last order, RVS Afvoergoten has the right, one month after having summoned the counterparty in writing to take possession of the provided material, to dispose of it at its discretion, without being obliged to any compensation. The return of the provided materials by the counterparty is at the expense of the counterparty ex-factory. The counterparty indemnifies RVS Afvoergoten against any claim by third parties arising from the use by RVS Afvoergoten of the materials provided by the counterparty, as well as for all resulting costs. RVS Afvoergoten is not liable for deviations between the drawings sent by the counterparty and the models provided by them, nor for the effectiveness of the materials and the articles manufactured therewith or thereby.

Art. 4 Delivery Times and Force Majeure.

1. The delivery times stated by RVS Afvoergoten are valid from the date of the written confirmation as referred to in art. 2 of these delivery terms. These delivery times are approximate and are never to be considered as a definitive deadline.
2. In case of force majeure and other circumstances of such nature that reasonably (timely) compliance with the transaction cannot be demanded from RVS Afvoergoten, including pandemics and epidemics, and in the event that RVS Afvoergoten is not enabled to deliver by its own suppliers, regardless of the reason, the delivery time will be extended by a period equal to that of the continuation of those circumstances. If after accepting the assignment, it turns out to be unexecutable due to circumstances unknown to RVS Afvoergoten, RVS Afvoergoten has the right to demand that the assignment be modified so that execution will be possible. If the extension of the delivery time in RVS Afvoergoten’s opinion will amount to more than three months, or if compliance becomes entirely impossible, then RVS Afvoergoten is entitled to cancel the transaction for the unexecuted part. If there is partial execution, the buyer owes a proportional part of the total price.
3. Exceeding the delivery times – for whatever cause – does not oblige RVS Afvoergoten to any compensation for damage suffered by the buyer or third parties, unless the delay is caused by intent or gross negligence of the directors or managerial staff of RVS Afvoergoten. Nor does the buyer obtain any right to dissolve the agreement or not to fulfill any obligation that might rest upon him from the transaction in question or any other transaction entered into with him. However, if there is a very significant overrun of the stated delivery time, the buyer, after having put RVS Afvoergoten in default in writing and having granted them a reasonable term to still fulfill their delivery obligations, will be entitled to dissolve the agreement. Dissolution, however, does not give the buyer any right to compensation from RVS Afvoergoten, nor the right not to fulfill any obligation that might rest upon him from other transactions entered into with him.

Art. 5 Delivery and Shipping.

1. RVS Afvoergoten commits to delivering the agreed quantity, unless market or production disruptions make it necessary to reduce the agreed quantity. RVS Afvoergoten will inform the buyer of a disruption as referred to in the previous sentence of this article, after which they will be entitled to deliver a lesser quantity determined by them reasonably.
2. If delivery is agreed upon as franco, this means nothing more than the transportation costs to the agreed place of destination are included in the price calculated by RVS Afvoergoten. These deliveries take place by means of transport on the paved road (provided this road is suitable for this transport) in all places within the national borders with the exception of the Wadden Islands. Unless otherwise agreed, the place of delivery is the storage/processing space of RVS Afvoergoten. The delivery is deemed to have taken place if the goods intended for transport to the buyer are ready for this purpose, separated at a location on its premises or elsewhere indicated by RVS Afvoergoten.
3. The buyer is obliged to receive the goods and ensure immediate effective unloading at the agreed place. If RVS Afvoergoten provides assistance in unloading, this is done without accepting any liability. If the buyer fails to take receipt of the goods, then they will be unloaded by RVS Afvoergoten at the agreed place at the risk and expense of the buyer. Unless otherwise agreed in writing, RVS Afvoergoten is authorized to deliver an order in its entirety, or in parts as the goods become successively available. If RVS Afvoergoten delivers in parts, RVS Afvoergoten is entitled to demand payment per invoice relating to a partial delivery, in accordance with the applicable payment conditions.
4. RVS Afvoergoten is not obliged to perform installation work in connection with its deliveries, unless otherwise agreed in writing.

Art. 6 Execution of the Order.

1. The order is executed in mutual consultation between RVS Afvoergoten and the counterparty; however, the manner in which the order is executed is determined by RVS Afvoergoten. The counterparty is obliged to provide all documents, drawings, and materials needed by RVS Afvoergoten to properly execute the order, as well as to provide all necessary information and cooperation, if RVS Afvoergoten requests this, without the counterparty being able to charge for this. If RVS Afvoergoten wishes and deems it important for the proper execution of the order, the counterparty and/or its employees are obliged to consult with RVS Afvoergoten in this regard and to provide all cooperation.
2. RVS Afvoergoten has the right to use or be assisted by third parties in the execution of the order, without informing the counterparty and without the counterparty being able to raise objections, all with due regard to reasonableness.
3. RVS Afvoergoten makes an effort to execute the order to the best of its ability. However, it can never be obliged to execute an order that infringes a right, is contrary to a legal obligation, or is contrary to what is deemed appropriate according to unwritten law in social traffic.
4. RVS Afvoergoten is only obliged to a cancellation or modification of the order if it is confirmed in writing to her and accepted by her.
5. RVS Afvoergoten reserves the right to make minor changes to the order, without thereby being liable for damages and/or without the counterparty having the right to cancel or dissolve the order.
6. In the case of a defect in the order, RVS Afvoergoten has the right to rectify this within a reasonable period, without thereby being liable for damages and/or without the counterparty having the right to cancel or dissolve the order, all with due regard to reasonableness and fairness.
7. The order is executed by RVS Afvoergoten during the normal opening hours of the company, unless otherwise agreed.

Art. 7 Creditor’s Default.

1. If the counterparty does not take delivery of the goods before the expiration of the delivery term and/or refuses the goods, RVS Afvoergoten can store the goods at the expense and risk of the counterparty, including the risk of quality reduction. During storage, the counterparty can only rectify its default by accepting the stored goods. RVS Afvoergoten must immediately notify the counterparty in writing of this storage, enclosing the invoice for delivery.
2. All costs incurred and to be incurred by RVS Afvoergoten for the storage of the goods are at the expense of the counterparty.

Art. 8 Right of Retention.

1. RVS Afvoergoten is entitled to suspend the release of goods, materials, and other items of the counterparty or third parties in the context of the order until all payments to RVS Afvoergoten have been made.

Art. 9 Risk and Transfer of Ownership.

1. The ownership of goods delivered by RVS Afvoergoten is only transferred to the buyer after they have fully satisfied everything that is due to RVS Afvoergoten concerning the delivery of those goods (including not only the purchase price but also any interest and costs).
2. If the buyer has resold goods before ownership has passed to them, the buyer becomes the custodian of the goods concerning RVS Afvoergoten; the buyer is obliged to make a reservation to this effect known at the resale. The buyer and/or custodian must, at the first request of RVS Afvoergoten, indicate where the relevant goods are stored and enable RVS Afvoergoten to take back the goods.
3. As long as ownership has not passed to the buyer, they may not pledge the goods, establish a silent pledge in favor of a third party on them, or grant any other right to third parties. If third parties intend to establish or assert any right on the goods delivered under retention of title, the buyer is obliged to inform RVS Afvoergoten of this immediately in writing. If the buyer unexpectedly does not fulfill one of his obligations, RVS Afvoergoten is authorized to reclaim the goods delivered by RVS Afvoergoten, for which, as indicated earlier, full payment has not been obtained, as the property of RVS Afvoergoten, both under the buyer and third parties after resale as mentioned above. The buyer will be credited by RVS Afvoergoten for the value that must reasonably be assigned to those goods in RVS Afvoergoten’s judgment, reduced by the costs incurred in the recovery, without prejudice to RVS Afvoergoten’s right to compensation for the damage resulting from one and the other. If the goods are processed, RVS Afvoergoten also remains the owner of the processed goods, even if a different product is created by processing.
4. For further security for the full payment of all claims that RVS Afvoergoten may have or obtain on the buyer, RVS Afvoergoten is entitled to demand a silent pledge on all goods delivered by RVS Afvoergoten to the buyer and on all claims that the buyer may obtain on his customers concerning goods delivered by RVS Afvoergoten and/or work performed.
5. The buyer undertakes to provide RVS Afvoergoten with a list of all existing and future claims that the buyer has on his customers, as referred to in the previous paragraph of this article, at the first request of RVS Afvoergoten, to co-sign a deed to be drawn up in this regard by RVS Afvoergoten, and to cooperate in any other way in the establishment of the (silent) pledge. RVS Afvoergoten is authorized to announce the pledge to the debtor of the pledged claim.
6. In the event of a threat of seizure, suspension of payments, or bankruptcy, the buyer must immediately inform RVS Afvoergoten of this in writing. In the event of seizure, suspension of payments, or bankruptcy, or the threat thereof, the buyer must immediately point out the retention of title of RVS Afvoergoten to the seizing bailiff, administrator, or curator.

Art. 10 Acceptance and Complaint.

1. The buyer is obliged to immediately examine whether the goods comply with the agreement upon delivery, including but not limited to checking the quantity of the delivered batch. Quantity or number of items on the waybill, delivery note, or any document marked for that purpose are recognized as correct, unless the buyer immediately notes shortages on the relevant receipt. The buyer must confirm said shortages to RVS Afvoergoten as soon as possible, but no later than within 8 days by registered letter.
2. Complaints regarding the quality of the goods and/or deviations from the specifications must also be submitted to RVS Afvoergoten by the buyer within 8 days of receipt. Defects not immediately apparent to the buyer must be reported to RVS Afvoergoten in writing by the buyer within 8 days after the buyer should have reasonably discovered them, but in any case within 2 months after delivery/completion of the services. The burden of proof that the delivered goods do not comply with the agreement rests with the buyer. The buyer’s right to complain expires if the purchased goods have been processed or resold in whole or in part.
3. The buyer must give RVS Afvoergoten the opportunity to inspect the goods in the same condition as delivered to determine whether the complaint is justified or not. Complaints never give the buyer any right to suspend payment of the purchase price or additional costs entirely or partially, while any claim to compensation is expressly excluded. Complaints do not release the buyer from his obligation to take delivery of previous or still to be performed deliveries and/or to receive goods yet to be delivered.
4. Non-compliance with the provisions of this article leads to the forfeiture of rights.
5. Goods about which complaints are made and which are located in a place other than the warehouse of RVS Afvoergoten must be stored by the buyer at their own expense and risk. In this case, the buyer must take care of the goods as a good householder, including adequate insurance against usual risks.

Art. 11 Return Shipments.

1. Unless otherwise agreed in writing, delivered goods are not taken back. If RVS Afvoergoten agrees to the return shipment of delivered goods, the shipment must take place franco at the factory of RVS Afvoergoten. In that case, the returned goods travel at the risk of the buyer and will only be reimbursed if they are delivered in undamaged condition and in a usable state at the storage yards of RVS Afvoergoten by the sender. In that case, RVS Afvoergoten will reimburse a maximum of 70% of the sales price to the buyer.

Art. 12 Price.

1. The prices are net, excluding VAT. Data provided by RVS Afvoergoten in printed matter are subject to change, also without prior notice, and do not bind RVS Afvoergoten. For orders with an invoice value below EURO 150,- (excluding VAT), a surcharge of at least EURO 12,- (excluding VAT) is levied.

Art. 13 Packaging.

1. RVS Afvoergoten determines whether and, if so, how it packages the goods to be delivered. Packaging is charged to the buyer.

Art. 14 Price Increase.

1. If, during the period between the date of the offer and that of the delivery, prices of materials, transport prices, auxiliary materials, and raw materials, electricity and fuels, parts supplied by RVS Afvoergoten from third parties, wages, salaries, social charges, government levies, freight prices, or insurance premiums increase, including but not limited to price increases of materials and parts as a result of currency risks, or if government measures are announced that have results that cannot be regarded as normal trade risks, or if any other circumstance that served as the basis for price calculation has undergone a significant change, RVS Afvoergoten is entitled to increase the price agreed upon at the acceptance of the order accordingly, in compliance with any existing legal regulations.

Art. 15 Payment.

1. Payment is made at the place of establishment of RVS Afvoergoten or to an account designated by RVS Afvoergoten.
2. Unless otherwise agreed, payment takes place as follows: a. cash for counter sales; b. for orders for a net amount less than €3,000.00, 100% at order; c. for orders for a net amount greater than €3,000.00

• 50% of the total price at order; and
• 50% of the total price at delivery.

3. Regardless of the agreed payment conditions, the buyer is obliged to provide a sufficient security for payment at RVS Afvoergoten’s judgment upon request. If the buyer does not comply within the specified period, he is immediately in default. In that case, RVS Afvoergoten has the right to dissolve the agreement and recover its damage from the buyer.
4. The buyer’s right to offset his claims against RVS Afvoergoten is excluded unless RVS Afvoergoten is bankrupt or the legal debt restructuring applies to RVS Afvoergoten.
5. All costs related to the payment, including bank charges, are at the expense of the buyer.
6. Complaints do not give the buyer the right to refuse or postpone payment.
7. The entire claim for payment is immediately due if: a. a payment term is exceeded; b. the buyer has gone bankrupt or requests a suspension of payments; c. seizure is made on goods or claims of the buyer; d. the buyer (company) is dissolved or liquidated; e. the buyer (natural person) requests to be admitted to the legal debt restructuring, is placed under guardianship, or dies.
8. If payment has not taken place within the agreed payment term, the buyer is immediately liable for interest to the contractor. The interest rate is 12% per year but is equal to the statutory interest if it is higher. In the interest calculation, part of the month is considered a full month.
9. Payments made by the buyer always serve first to settle all due interest and costs and then due invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.
10. If payment has not taken place within the agreed payment term, the buyer owes all extrajudicial costs to RVS Afvoergoten with a minimum of €75. The costs are calculated based on the following table:

• on the first €3,000: 15%
• on the excess up to €6,000: 10%
• on the excess up to €15,000: 8%
• on the excess up to €60,000: 5%
• on the excess from €60,000: 3% If the actual extrajudicial costs incurred are higher than follows from the above calculation, the actual costs incurred are due.

11. If RVS Afvoergoten is found to be in the right in a legal procedure, all costs that he has incurred in connection with this procedure are at the expense of the buyer.

Art. 16 Warranty.

1. RVS Afvoergoten guarantees the soundness of the goods delivered and/or work performed by RVS Afvoergoten. The goods to be delivered by RVS Afvoergoten meet the usual requirements and standards that can be reasonably set at the time of delivery and for which they are intended for normal use in the Netherlands. The warranty mentioned in this article applies to goods intended for use within the Netherlands. For use outside the Netherlands, the buyer must verify whether their use is suitable for use there and whether they meet the conditions and requirements locally imposed, and RVS Afvoergoten accepts no liability in this regard. The warranty is only valid, provided that the relevant goods are used for the purpose for which they are intended and in the usual way and under circumstances that can be considered normal and professionally installed, assembled, or processed, all in accordance with any instructions and/or instructions provided by RVS Afvoergoten. Any form of warranty expires if (a) a defect has arisen as a result of or arises from injudicious or improper use of the relevant goods or incorrect storage or maintenance thereof by the buyer and/or by third parties, (b) – without prior written permission from RVS Afvoergoten – the buyer or third parties have made changes to the item or have attempted to make changes, (c) other items have been attached to it that should not be attached, or if they have been processed or worked in a manner other than the prescribed manner and/or (d) no valid warranty certificate and purchase receipt is presented. The counterparty is also not entitled to a warranty if the defect has arisen from or is the result of circumstances over which RVS Afvoergoten has no influence.
2. The warranty also only applies if the buyer has fulfilled all his obligations towards RVS Afvoergoten and the buyer has immediately, but at the latest within twice 24 hours after discovering the defect, informed RVS Afvoergoten of this in writing.
3. If work is carried out by others than RVS Afvoergoten on the delivered and/or completed goods during the warranty period, without prior written permission from RVS Afvoergoten, the warranty expires.
4. RVS Afvoergoten is entitled and obliged to only redeliver the relevant products or parts thereof or repair them or perform the agreed work again or still, at the choice of RVS Afvoergoten, in fulfillment of its warranty obligation.
5. If RVS Afvoergoten proceeds to replace the delivered goods and/or to perform the agreed work again or still under its written warranty obligation, the buyer is obliged to make the material to be processed, or the place to be processed, freely accessible and/or empty available. The buyer must, after obtaining prior permission from RVS Afvoergoten, arrange for the disassembly of the goods to be replaced at his expense. RVS Afvoergoten is not obliged to perform installation work in connection with the execution of the warranty, unless otherwise agreed in writing.

Art. 17 Liability.

1. Fulfillment of the warranty obligation is considered the only and full compensation for damages. Therefore, RVS Afvoergoten is never liable for any indirect damage, such as personal accidents and/or damage to objects, machines, installations, and buildings, business shutdown, delay and/or disruption, delay in the construction stream, environmental damage, or any other (business) damage of any nature, unless the damage is the result of intent or gross negligence of the directors or managerial staff of RVS Afvoergoten and unless there is product liability within the meaning of art. 6:185 BW et seq. of the Civil Code.
2. The buyer must fully inform RVS Afvoergoten in advance about all relevant circumstances regarding the purpose and use of the goods and the project in which the goods will be used, so that RVS Afvoergoten can form a thorough and well-considered judgment about the suitability of the goods for the purpose for which and the project in which they will ultimately be used. If RVS Afvoergoten is not properly informed about the purpose for which the goods are ultimately used, RVS Afvoergoten is not liable for any – direct and/or indirect – damage and the buyer indemnifies RVS Afvoergoten against any claim that third parties may assert against RVS Afvoergoten in this regard, including but not limited to environmental damage.
3. RVS Afvoergoten is also not liable for any direct and/or indirect damage as a result of wear or insufficient maintenance of the goods delivered by RVS Afvoergoten or unprofessional installation.
4. RVS Afvoergoten is also never liable for any direct or indirect damage caused by the operation or non-operation of the goods delivered or processed by it and/or work performed or by (non-managerial) personnel in its service, caused to goods and persons who or which.
5. If RVS Afvoergoten is liable for direct damage, then that liability is limited to a maximum of the amount of the payment to be provided by RVS Afvoergoten’s insurer for the relevant claim, or at most to the invoice amount, or to that part of the agreement to which the liability relates.

Art. 18 Dissolution.

1. In the event of the buyer’s default of his obligations, including the case that he did not make a payment at the agreed time, RVS Afvoergoten will always have the choice to declare the agreement, in whole or in part, dissolved or to demand compliance, without prejudice to RVS Afvoergoten’s claims for compensation, while RVS Afvoergoten is then also entitled to cancel all other transactions with the buyer still in progress under the same conditions; every cancellation always results in the immediate demandability of all due to RVS Afvoergoten.

Art. 19 Intellectual Property Rights

1. RVS Afvoergoten is and remains at all times the sole and exclusive holder of all intellectual property rights, including but not limited to, trade secrets, trademarks, trade names, know-how, (technical) drawings, designs, patents, patent applications, database rights, and copyrights on all goods delivered by RVS Afvoergoten.
2. The buyer shall not remove or modify any indication regarding copyrights, trademarks, trade names, or other intellectual property rights of the goods.
3. If a set of user documentation has been provided to the buyer, the buyer is not allowed to duplicate this documentation, except for their own use.
4. The buyer is not allowed to wholly or partially replicate the goods, apply reverse engineering to them, integrate or combine them with other goods, modify them, or make variations to them.
5. For each action in violation of the foregoing paragraphs, the buyer is – without the need for a notification or default notice – liable for an immediately payable fine of EUR 50,000 and EUR 5,000 per day that the infringement continues, without prejudice to RVS Afvoergoten’s right to claim full compensation.

Art. 20 Disputes.

1. Dutch law applies to all our agreements and all disputes arising therefrom.
2. The Court of Alkmaar will have exclusive jurisdiction over disputes arising from all agreements concluded with RVS Afvoergoten, unless the rules of absolute competence require the subdistrict court to take cognizance of the dispute.