Terms and Conditions
Managed by:
REMON WATER TREATMENT B.V., registered office in Marum;
deposited at the Chamber of Commerce.
Article 1 Applicability
These general terms and conditions apply to our offers, all agreements concluded by us, including agreements relating to the delivery of goods, the execution of works, and the provision of advice.
In these general terms and conditions, ‘contractor’ is understood to mean one of the private limited companies mentioned above.
In these general terms and conditions, ‘client’ is understood to mean the party with whom the contractor enters into an agreement, as well as the party to whom an offer from the contractor is addressed.
In the event that one or more provisions of these general terms and conditions prove to be invalid or are annulled, this does not affect the legal force of the other provisions.
Article 2 Proposal
Every proposal from the contractor is non-binding and based on data, documents, drawings, etc., provided by or on behalf of the client, unless expressly stated otherwise in writing in the proposal.
All proposals remain valid for two weeks unless expressly stated otherwise.
All drawings and data provided with the proposal, such as dimensions, weights, capacities, and quantities, are only binding to the extent expressly stipulated in writing.
Article 3 Agreement
An agreement is only concluded by a written acceptance or written confirmation by the contractor of an order, with the date of this acceptance or confirmation being decisive.
Oral commitments made through appointments with subordinates of the contractor do not bind the contractor.
The contract signed by both parties, or the order confirmation signed by the contractor, accurately and completely reflects the content of the agreement reached between the parties, unless the client protests in writing against the content within two working days.
Changes or additions to the agreement can only be agreed upon in writing. In deviation from what is stipulated in the previous sentence, an agreement for additional work can be concluded orally.
In the execution of the agreement, minor deviations within customary tolerances are allowed, as well as the delivery of additional materials that the contractor may reasonably consider necessary in connection with loss, processing loss, remnants, etc., in the context of the work to be carried out.
The contractor is entitled, upon or after entering into the agreement, before (further) performing, to demand from the client adequate security that both payment and other obligations will be met.
Article 4 Cancellation
Unilateral cancellation by the client is invalid unless the contractor agrees in writing to such cancellation. In that case, the client is obligated to compensate the contractor in full, including lost profits, and pay 10% of the order price (excluding VAT) as cancellation fees. The loss of profit is determined as 10% of the part of the agreed price related to work or deliveries not yet performed.
If the client wishes to temporarily suspend the execution of the work, either wholly or partially, the resulting costs and damages, including changes in wages and material prices, are borne by the client.
Article 5 Prices
All prices are exclusive of taxes, including VAT, and levies.
2a. The price for the delivery of goods is based on delivery ex works, meaning delivery ready for dispatch on the contractor’s premises. The costs of packaging and delivery are not included in the price and, if the contractor is obligated to do so, will be invoiced separately to the client.
2b. The price for the delivery of items that, according to the agreement, must be assembled by the contractor, includes the costs of delivering the items, as well as the costs of assembly and placing the items in working order at the location specified in the agreement.
The contractor has the right to increase the specified and/or agreed prices in the event of an increase in cost-determining factors on which the prices are based, even in the case of agreed fixed prices. If the price increase towards a consumer client occurs within three months after the agreement is concluded, the consumer client has the right to terminate the agreement by registered letter within seven working days after the dispatch of the notice regarding the price increase.
The calculation of additional work is subject to the provisions of the preceding paragraphs of this article.
Article 6 Delivery Time/Delivery
The delivery time (including the period within which the work must be completed) commences on the latest of the following moments:
the day the agreement is concluded;
the day the contractor has all the documents, data, permits, exemptions, approvals, allocations, etc., necessary for the delivery of goods or the execution of the work;
the day the contractor receives what, according to the agreement, must be paid before the start of the payment term or the day the contractor receives the advance payment and/or security as referred to in Article 3, paragraph 5, and Article 9, paragraph 1.
The delivery time is based on the working conditions prevailing at the time of concluding the agreement and on the timely delivery of materials ordered by the client for the execution of the agreement. If delays occur due to changes in these conditions or because materials ordered for the execution of the agreement are not delivered on time, the delivery time will be extended as reasonably necessary, considering all circumstances.
For goods that the contractor must assemble according to the agreement, the time of delivery is considered to be the time when these items, excluding minor components, are ready for operation at the specified location, and the contractor has notified the client accordingly.
Exceeding the delivery time can generally only lead to compensation if expressly agreed upon in writing. In all other cases, the contractor is only liable for damages due to non-timely delivery if the client has notified the contractor in writing, allowing the contractor a period of at least half of the originally agreed delivery time to fulfill its obligation. The contractor is never liable for business damage or other indirect damage.
Article 7 Acceptance Test
If the client notifies the contractor of their intention to do so at least two weeks before the delivery date, the client has the right to test and verify the installation within three weeks after delivery to ensure it meets the requirements specified in the contract. The contractor will provide its staff and measuring equipment for this test, free of charge. All other necessary costs for this test, such as fuel, electrical energy, ballast, water, etc., are borne by the client.
Article 8 Transfer of Risk and Ownership
From the moment of delivery, the purchased items are at the risk of the client.
The company retains ownership of all delivered or yet-to-be-delivered items until the client has paid the contractor’s claims regarding the consideration for the agreement or a similar agreement. The contractor also remains the owner of the delivered or yet-to-be-delivered items as long as the client has not fulfilled claims due to a breach of such agreements, including claims for penalties, interest, and costs.
As long as the client has not satisfied the above-mentioned claims, the client is not entitled to establish a pledge, a non-possessory pledge, or other rights for the benefit of third parties on the items delivered by the contractor. The client also undertakes to declare to third parties who wish to establish such a right that he is not authorized to do so.
If the client fails to fulfill any obligations under the agreement regarding sold items or work to be performed for the contractor and/or the agreement is dissolved, the contractor is entitled, without notice of default, to retake the items, both the originally delivered and the newly formed items, and to undo the performance carried out by the contractor. This includes, among other things, but is not limited to, the sealing of the sources conducted by or on behalf of the contractor. The client authorizes the contractor to enter the place where these items or subjects of a performance are located.
Article 9 Payment
Unless otherwise agreed in writing, payment must be made as follows:
50% within 14 days after the completion of the well drilling, and
50% within 14 days after the completion of the installation.
Payment must be made without any discount or setoff.
All payments made by the counterparty primarily serve to settle due interest and costs and then to settle the oldest outstanding invoices.
If payment has not been made within the term mentioned in the first paragraph, the client is in default by operation of law without any notice of default being required, and from that moment on, interest of 1% per (part of a) month is due on the outstanding amount.
All judicial and extrajudicial costs incurred are at the expense of the counterparty. The extrajudicial collection costs amount to at least 15% of the amount due by the client, including the aforementioned interest, with a minimum of € 300.
Article 10 Complaints
The client is obliged to inspect the delivered goods immediately upon delivery, but in any case within three weeks after delivery, for any defects.
Complaints regarding the work performed and/or deliveries made must be submitted to the contractor in writing and with reasons within four weeks after delivery.
The client loses all rights and powers available to him based on defects if he has not complained within the aforementioned period and/or has not given the contractor the opportunity to rectify the defects.
Article 11 Warranty
Subject to the limitations set forth below, the contractor provides a warranty for the goods delivered and/or work performed and/or assembly work, in such a way that, in case of defects proven by the client to have arisen within three months after the delivery as referred to in Article 6, solely or predominantly as a direct result of an error in the design of the contractor, or due to a defective manufacture, respectively execution of the item, respectively work, or the use of poor materials, the relevant items or components will be repaired by the contractor free of charge, or, at the option of the contractor, will be replaced by new ones, or the market value of the relevant items will be credited at that time.
The client must always give the contractor the opportunity to remedy any defects.
The costs of an investigation by the contractor into alleged defects are borne by the client if no defect is found for which a warranty has been granted.
The warranty of the contractor does not apply in the following cases:
if the defects are partly the result of normal wear and tear, improper and/or incorrect treatment, use and/or storage or maintenance of the items;
if the defects are wholly or partly the result of any government regulation regarding the nature or quality of the applied materials or the nature of the delivered items;
in the case of used material supplied by the contractor in consultation with the client;
if the client himself or third parties, without prior written permission from the contractor, have carried out repair or other work on the items, or modifications or changes have been made to these items;
if the client has not, not timely, or not properly fulfilled any obligation incumbent upon him;
in case of errors in a design prescribed by the client, not originating from the contractor, or in drawings, data, or orders, etc. originating from the client;
in case of defects in materials or components provided by the client;
in case of functional unsuitability of materials and/or components the application of which has been entrusted or prescribed by the client;
in case of pre-existing defects in or to the installations or works to be maintained.
in case the client, regarding installations for which, within a prescribed/agreed period, a prescribed or contractually agreed quantity of operating and cooling hours is indicated/prescribed, has not complied.
In deviation from the above, the contractor never provides more warranty on parts and/or items obtained from third parties than is provided to her by her supplier.
The contractor is only obliged to fulfill the warranty obligations described in this article within the Netherlands, and if the client has concluded a maintenance contract with the contractor, unless expressly agreed otherwise in writing.
The contractor is never obliged to fulfill its warranty obligations insofar as the costs arising from it are higher than the price agreed for the relevant delivery of goods/performance of works or assembly work.
Article 12 Liability
The contractor is not liable for damages or costs that may arise to the property of the client or third parties if these damages or costs are a result of:
Errors in a design prescribed by the client not originating from the contractor or in drawings, data, or orders originating from the client.
Defects in materials or parts provided by the client.
Functional unsuitability of materials and parts, the application of which has been entrusted or prescribed by the client.
Defective execution of work by third parties engaged by the client.
Pre-existing defects in or to the installations or works to be maintained.
The contractor is not liable for the malfunctioning of the installation if this is the result of errors in drawings, data, or orders originating from the client.
The client is obliged to indemnify and hold the contractor harmless with regard to claims for damages that third parties may make against the contractor if the damage to third parties is caused by a violation of patents and/or copyrights, by the use of drawings, data, materials, or parts, or by the application of methods provided or prescribed in the assignment.
Once materials, installations, parts, or tools required for the assignment have been delivered to the work site, the client assumes liability for all risks and damages, of any nature whatsoever, that may occur to these materials, installations, parts, or tools, such as theft, fire, water damage, riot, or damage, without prejudice to the right of the client to prove that this is the result of negligence on the part of the contractor.
Any liability of the contractor, its employees, and (legal) persons collaborating with the contractor, for damages, regardless of the form and regardless of the cause, is limited, except in cases of willful recklessness and intent, to the amount paid under the liability insurance in the relevant case, increased by the amount of the deductible.
Not eligible for compensation:
Business damage, including, for example, consequential damage and loss of profit;
Supervisory damage, which means damage caused by or during the execution of the contracted work to items being worked on or to items located in the vicinity of the place where work is being carried out;
Damage caused by intent or willful recklessness of auxiliary persons.
The potential liability of the contractor for damage to crops is in any case limited to a maximum amount of €100,000 per (insurance) year, per claim.
Article 13 Intellectual Property
The contractor remains the rightful owner of the intellectual or industrial property rights, the offer, designs, sketches, images, drawings, models, etc. provided by the contractor in the context of the offer or the agreement, even if costs have been charged for them. The contractor is considered the designer and creator thereof. The client will return these items to the contractor at the first request of the contractor. The aforementioned documents may not be copied and shown to third parties or used in any other way without the explicit permission of the contractor.
The client guarantees the contractor that the use of data, drawings, materials, items, etc. provided by the client or the application of methods prescribed by the client does not violate legal regulations or the protected rights of third parties.
The client fully indemnifies the contractor from all direct and indirect consequences of claims that third parties may assert against the contractor based on a violation of the warranty given in this article.
Article 14 Force Majeure
In these conditions, force majeure is understood to mean any circumstance beyond the control of the contractor, even if it could have been foreseen at the time of concluding the agreement, which permanently or temporarily prevents the performance of the agreement, including but not limited to: war, the threat of war, civil war, riot, strike, and labor exclusion, transportation difficulties, fire, inclement weather, and other disruptions in the business of the contractor or its suppliers.
In the event of prevention of the execution of the agreement due to force majeure, the contractor has the right to suspend the execution of the agreement for a maximum of six months or to dissolve the agreement in whole or in part without judicial intervention, without the contractor being obliged to pay any compensation.
In the case of dissolution or suspension due to force majeure, the contractor is entitled to demand immediate payment for the materials already delivered to the worksite, whether or not processed, and for the work already performed.
Article 15 (Imminent) Default
In the following cases:
If the client does not, not properly, or not timely fulfill one or more obligations under the agreement;
If serious doubt exists whether the client is able to fulfill his contractual obligations towards the contractor;
In case of bankruptcy;
In case of suspension of payment;
Complete or partial shutdown;
Liquidation;
Transfer or storage of the client’s business, including the transfer or pledge of a significant part of its receivables;
In case the client’s goods are seized by conservatory or executory attachment, the contractor has the right, without notice of default and judicial intervention, to either suspend the execution of the agreement for a maximum of six months or to dissolve it in whole or in part, without being obliged to pay any compensation or provide a guarantee and without prejudice to its other rights.
The client is only authorized to suspend his obligations arising from the agreement and/or to dissolve the agreement if the contractor, after having been summoned to do so by registered mail, significantly fails to fulfill its obligations.
If the contractor suspends the performance of its obligations, it is authorized—and obliged at the end of the suspension period—to choose between execution or complete or partial dissolution of the agreement.
In case of suspension or (complete or partial) dissolution pursuant to the provisions of this article, the agreed price becomes immediately due and payable, with deduction of the costs saved by the contractor due to the suspension.
In the event of suspension, the delivery time is extended by the period during which the work has been suspended under this article.
Article 16 Applicable Law/Disputes
Dutch law applies to all agreements.
The provisions of the Vienna Sales Convention are not applicable, nor are any future international regulations on the sale of movable property, the effect of which can be excluded by the parties.
All disputes arising from or related to offers and agreements, however named, will be settled exclusively by the competent court in the Northern Netherlands district, location Groningen, unless legal provisions preclude this.
