General Terms and Conditions of Sale and Delivery of Reverse-IT BV
Emmen, July 2019
E.K. Beck
Managing Director
Emmen, July 2019
E.K. Beck
Managing Director
Article 1: General
1.1 These general terms and conditions apply to all offers and agreements whereby Reverse-IT B.V. supplies goods and/or services of any kind to the client, even if these goods or services are not (further) described in these terms and conditions, expressly excluding any general terms and conditions of the client.
1.2 In these general terms and conditions, "client" refers to any (legal) person who wishes to enter into or has entered into an agreement with Reverse-IT B.V. for the supply of products, services, or the performance of work of any kind, including but not limited to the supply of computer equipment, the provision of software, maintenance services, software development, consultancy, training, and courses, as well as all related activities and other services.
1.3 In these general terms and conditions, "agreement" and "order" refer to the individual agreement concluded between Reverse-IT B.V. and the client, of which these general terms and conditions form an integral part.
1.4 The agreement is established once the client has accepted the offer or quotation made by Reverse-IT B.V. in writing. If the client's acceptance deviates from the offer or quotation, the agreement will only be concluded if Reverse-IT B.V. has expressly agreed to these deviations in writing. In these general terms and conditions, the delivery of software (and the accompanying documentation) refers to Reverse-IT B.V. or the licensor granting the client a non-exclusive and non-transferable right of use.
1.5 In these general terms and conditions, "installation" refers to the operational setup of the computer equipment as well as the implementation of software on the equipment.
1.6 If any provision of these general terms and conditions is declared null and void or otherwise unenforceable by a competent court, the remaining provisions shall remain in full force and effect.
1.7 Any general terms and conditions of the client or provisions deviating from these terms and conditions shall only apply if and insofar as they have been expressly accepted in writing by Reverse-IT B.V.
1.8 If any provision of these general terms and conditions is found to be void, nullified, or invalid, that provision shall be disregarded and deemed inapplicable. The remaining provisions shall remain valid.
Article 2: Offers
2.1 All offers made by Reverse-IT B.V., in any form, are non-binding unless expressly stated otherwise.
2.2 Orders, agreements, and any amendments thereto are only binding on Reverse-IT B.V. if and insofar as they have been confirmed in writing by Reverse-IT B.V.; any prior arrangements or commitments that have not been confirmed in writing by Reverse-IT B.V. shall thereby become null and void. The client is bound by their order, which constitutes an irrevocable offer to Reverse-IT B.V.
Article 3: Prices
3.1 Unless stated otherwise in offers, agreements, or order confirmations, the prices quoted by Reverse-IT B.V. are exclusive of VAT and any other applicable taxes and are based on delivery from the registered office of Reverse-IT B.V.
3.2 Reverse-IT B.V. reserves the right to proportionally increase the prices and rates agreed upon with the client in response to price changes, currency exchange fluctuations, tax rate increases, surcharges on raw materials or transportation, or any other changes affecting a cost component relevant to Reverse-IT B.V., provided such changes occur or become apparent after acceptance of an order. Reverse-IT B.V. also retains this right in the case of particularly labor-intensive assignments and/or interim modifications, even if expressly approved, if such modifications result in cost increases to the extent that it is reasonable for Reverse-IT B.V. to expect the client to pay a higher price than initially agreed upon.
Article 4: Payment
4.1 All invoices must be paid by the client in accordance with the payment terms specified on the invoice. In the absence of specific payment terms, the client must pay within 14 days of the invoice date, without any deduction, compensation, or discount for any reason. No payment may be withheld, even if the client believes they have any right of complaint or warranty. For orders below an amount of €1,000 per order, additional costs such as handling fees, as well as shipping costs, will be charged. If the client fails to pay the amounts due within the agreed term, they will be in default without the need for a formal notice of default and will owe Reverse-IT B.V. interest at a rate of 1.5% per month or part of a month from the date on which the client is in default, without prejudice to any other rights of Reverse-IT B.V. If the client continues to neglect payment after the default, the claim may be handed over to a third party, in which case the client will also be liable for the full reimbursement of the extrajudicial collection costs, including lawyer's fees, which will be determined in accordance with the Collection Costs Act.
4.2 Regardless of the agreed payment terms, Reverse-IT B.V. is entitled to request further security from the client for the full or partial performance of the agreement to ensure the fulfillment of their payment obligations. If and as long as the client does not provide the required security, Reverse-IT B.V. has the right to suspend the performance of the agreement.
4.3 Reverse-IT B.V. is at all times entitled to set off its claim against the client with any amount owed to the client.
Artikel 5: Tention of title and retention
5.1 Reverse-IT B.V. retains ownership of the computer hardware and software and does not transfer the usage rights of the computer software until the client has fully settled all amounts owed to Reverse-IT B.V., for whatever reason. In the event of the dissolution of the agreement, Reverse-IT B.V. will have the right, without prior notice or judicial intervention, to reclaim the computer hardware, the computer software, and all other property of Reverse-IT B.V., wherever they may be located.
5.2 Reverse-IT B.V. has the right, if it holds goods belonging to the client, to retain those goods until all amounts owed by the client, for whatever reason, have been fully settled. This right of retention also applies to creditors of the client, to third parties who have (obtained) a right to the goods, and in the event that the client has filed for suspension of payments or becomes bankrupt.
Article 6: Installation and acceptance
6.1 If agreed in writing, Reverse-IT B.V. will install the computer hardware and implement the computer software as described in the order or agreement.
6.2 The computer hardware and software will be deemed accepted on the date of installation by Reverse-IT B.V. If it has been agreed in writing that the client will take care of the installation themselves, the computer hardware and software will be deemed accepted on the first day following the delivery date.
6.3 If it has been agreed in writing that the computer hardware and/or software will be subject to an acceptance test conducted by Reverse-IT B.V., then, contrary to the previous paragraph, these goods will be deemed accepted after passing the acceptance test.
6.4 In all cases, the client shall provide all necessary cooperation, including making assistants, tools, materials, and other facilities available in a timely manner and of sufficient quality. The client must also provide an installation site deemed appropriate by Reverse-IT B.V., with all necessary facilities as determined by Reverse-IT B.V. for the installation.
6.5 If the installation or acceptance test cannot take place within the agreed time due to actions or omissions by the client or a third party, the computer hardware and software will be deemed approved and accepted by the client, and the installation will be considered completed at the time when the installation or acceptance test would have occurred.
6.6 If the client uses the computer hardware and software commercially or for business purposes before the agreed delivery or acceptance date, the computer hardware and software will be deemed accepted at the moment they are put into use by the client.
Article 7: Delivery and delivery times
7.1 Unless expressly agreed otherwise in writing, delivery will take place at the client’s home/business address or at another address specified by the client.
7.2 The client is obliged to inspect the delivered goods or the packaging for any shortages or damages immediately, but no later than 24 hours after delivery.
7.3 The client must report any shortages and/or damages found at the time of delivery directly in writing to Reverse-IT B.V. within 3 days of delivery. If this is not done, Reverse-IT B.V. is entitled not to process any complaints regarding this matter.
7.4 The specified delivery time, including the time frame given by Reverse-IT B.V. for performing installation work, is always approximate and is never to be considered a fixed deadline by the client.
7.5 Reverse-IT B.V. is required to observe the delivery time as much as possible but will never be liable for exceeding it. If the delivery time is exceeded, Reverse-IT B.V. will not be required to provide any compensation of any kind. Exceeding the delivery time does not give the client the right to cancel the agreement or refuse acceptance. If it appears that the delivery time will be exceeded, Reverse-IT B.V. and the client will consult as soon as possible to prevent the delay and/or adjust the deadlines.
Article 8: Transport and risk
8.1 The method of transport, shipment, packaging, etc., will be determined by Reverse-IT B.V. to the best of its ability, unless the client has provided other instructions to Reverse-IT B.V.
8.2 Any specific requests from the client regarding packaging and/or transport, including (re)moving within the company, will be at the client's expense.
8.3 Unless expressly agreed otherwise in writing, the transport of goods is at the client's expense and risk. Any liability of Reverse-IT B.V. is always limited to the coverage/compensation provided by the relevant transport insurers. Reverse-IT B.V. has the right to charge an insurance surcharge.
Article 9: Force majeure, suspension, and termination
9.1 Reverse-IT B.V. is not obliged to fulfill any obligation if it is prevented from doing so due to a circumstance that is not attributable to its fault, nor falls under its responsibility according to the law, legal act, or prevailing standards, in accordance with Article 75 of Book 6 of the Dutch Civil Code.
9.2 In cases of force majeure and other circumstances of such a nature that, according to reasonableness and fairness, fulfillment of the agreement by Reverse-IT B.V. cannot be required, the execution of the agreement will be suspended. If such suspension lasts for 6 months, the agreement may be terminated by registered letter from both parties, without Reverse-IT B.V. being liable for any compensation of any kind.
9.3 If the client has already received performance at the time of termination, the client may only partially terminate the agreement as referred to in Article 9.2, and only for the part that has not yet been performed by Reverse-IT B.V. Any amounts invoiced for performance received, before or after termination, remain due and payable.
9.4 If the client fails to fulfill any of its obligations towards Reverse-IT B.V., is declared bankrupt, or is granted (provisional) suspension of payment, Reverse-IT B.V. has the right, without the need for a notice of default or judicial intervention, to terminate all agreements made with the client by written notice to the client, with immediate effect, either entirely or partially. This is without prejudice to other rights that may be due to Reverse-IT B.V. by law. Reverse-IT B.V. will not be liable for any compensation due to such termination.
Article 10: Usage rights and indemnification
10.1 The copyright and all other intellectual or industrial property rights to all computer hardware and software and accompanying documentation provided by Reverse-IT B.V. to the client are exclusively held by Reverse-IT B.V. or its licensor.
10.2 All computer software, including updates and new versions, is made available to the client based on a non-exclusive and non-transferable usage right, subject to the condition that the software is used solely in accordance with the terms set by Reverse-IT B.V. or its licensor. The client only obtains the usage rights expressly granted under these terms or under the licensing agreement.
10.3 The client is prohibited, without the express written consent of Reverse-IT B.V. or the licensor, from copying, disclosing, or granting third parties permission to copy or disclose the software or any associated know-how or documentation, in any form, or transferring or making them available to third parties, either directly or indirectly, in any way.
10.4 Reverse-IT B.V. guarantees that the software it developed does not infringe on any third-party copyrights under Dutch law. Reverse-IT B.V. will indemnify the client against any action taken by third parties, provided the client cooperates fully with Reverse-IT B.V. If, by an irrevocable court ruling, in which Reverse-IT B.V. is a party, or otherwise acknowledged by Reverse-IT B.V., the developed software is determined to infringe on a third party's copyright, Reverse-IT B.V. will, at its expense and after consultation with the client, choose one of the following actions:
10.5 Reverse-IT B.V. will acquire the right for the client to continue using the software, either by replacing the software or the infringing part, or by modifying it in such a way that the infringement is terminated. If none of these options are reasonably available to Reverse-IT B.V., Reverse-IT B.V. will take back the software or the infringing part, providing a fair refund based on the market value of the returned item.
10.6 If the computer software involves a supplier's product, only the licensing and indemnification provisions of the supplier/original manufacturer apply, and Reverse-IT B.V.'s indemnification obligation will never extend beyond that for which Reverse-IT B.V. is indemnified by its supplier. Reverse-IT B.V. will inform the client about the content of these provisions, or attach the applicable provisions to the software, upon the client's request.
Article 11: Complaints and warranty
11.1 Notwithstanding the provisions of Article 7.3, complaints must be made in writing within 8 days of discovering the defects, failing which any warranty claim against Reverse-IT B.V. for those defects will expire.
11.2 Unless a different warranty is expressly agreed in writing, or the warranty provisions and complaint regulations of the supplier/original manufacturer apply, Reverse-IT B.V. guarantees the goods it supplies, including the provided computer software, for six months from the date of delivery against material and manufacturing defects. Subject to the provisions of Articles 11.1 and 11.3, Reverse-IT B.V. guarantees the proper functioning of the computer hardware and software. Reverse-IT B.V. will, at its own expense, repair any identified defects to the best of its ability or, at its discretion, arrange for a replacement. Reverse-IT B.V. shall never be obliged to provide more.
11.3 Special warranty provisions:
A. Reverse-IT B.V. may require that the item eligible for warranty be sent to Reverse-IT B.V., or to an address specified by it, at the client’s expense, as a condition for fulfilling its warranty obligations.
B. If an on-site repair is required, travel and accommodation costs are not covered by the warranty.
11.4 If goods from a supplier are involved, only the warranty provisions and complaint conditions of the supplier apply. Reverse-IT B.V. will, upon request, inform the client about the content of these provisions or attach the applicable provisions to the goods.
Article 12: Liability and indemnification
12.1 In the event of a breach of performance, the client's (payment) obligations shall not be suspended.
12.2 The liability of Reverse-IT B.V. in relation to the delivery of goods, including the provision of computer software, is limited to fulfilling the warranty obligation as described in Article 11. In the event of a breach of contract or damage arising from another legal ground, Reverse-IT B.V. is only liable for direct damage, with a maximum amount equal to the price agreed upon in the contract.
12.3 Upon discovering damage, the client is obligated to report it to Reverse-IT B.V. as soon as possible by means of a notice of default. The notice of default must detail the damage as specifically as possible. It must also specify a period within which Reverse-IT B.V. must still fulfill the agreement.
12.4 The notice of default mentioned in Article 12.3 is only to be used unless fulfillment by Reverse-IT B.V. has already become permanently impossible. Upon the discovery of damage, and if fulfillment is no longer possible, Reverse-IT B.V. is liable for attributable failure to perform.
12.5 The amount to be paid for the damage incurred shall never exceed the amount for which Reverse-IT B.V. is insured. Furthermore, this amount shall never exceed the amount paid out by the insurer of or for Reverse-IT B.V.
12.6 Any liability for damage suffered by the client is excluded, unless the damage is the result of intent or gross negligence on the part of Reverse-IT B.V. or its employees or employees used by Reverse-IT B.V. in the execution of the agreement.
12.7 Reverse-IT B.V. is in no case liable for: Indirect damage or consequential damage such as lost profits, missed savings, business interruption, loss of production, and transportation costs; Damage due to loss of information, files, and data; Damage caused by information or advice provided by Reverse-IT B.V., except where such damage is the result of intent by Reverse-IT B.V. or its employees or employees used by Reverse-IT B.V. in the execution of the agreement.
12.8 The client indemnifies Reverse-IT B.V., its personnel, and any persons employed by or on behalf of Reverse-IT B.V. against all claims by third parties for compensation for any damage suffered by these third parties, caused by or otherwise related to the goods and services provided by Reverse-IT B.V.
12.9 Liability-limiting, excluding, or determining conditions that may be asserted by third parties, including suppliers, against Reverse-IT B.V. may also be asserted by Reverse-IT B.V. against the client.
Article 13: Assignment of rights and obligations
13.1 The client is not permitted to assign their rights and obligations under the agreement to a third party, except with prior written consent from Reverse-IT B.V., which consent will not be withheld on unreasonable grounds.
13.2 Reverse-IT B.V. is entitled to assign its rights under an agreement to third parties, or to have another party assume its place in the agreement, or to involve a third party in the execution of the agreement.
Article 14: Obligations of the client
If necessary data required for the execution of the agreement is not provided, not provided in time, or not provided in accordance with the agreement, or if the client otherwise fails to fulfill their obligations, Reverse-IT B.V. has the right to suspend the execution of the agreement and charge additional costs according to its standard rates.
Article 15: Maintenance
Reverse-IT B.V. is willing to enter into a maintenance contract with the client, subject to the General Terms and Conditions of the maintenance contract of Reverse-IT B.V.
Article 16: Service and services provided
If Reverse-IT B.V. agrees with the client to provide personnel support or otherwise offer certain facilities for a specified period, this will be done based on hours worked, according to the then-applicable standard service and service rates of Reverse-IT B.V. These rates are always exclusive of material and travel costs and apply unless other rates have been expressly agreed upon in writing beforehand, whether based on a specification or not.
Article 17: Cancellation and payment terms for training and courses
17.1 The course/training fees specified in the agreement are due in advance.
17.2 Courses and training can be cancelled by the client in writing up to one month before the start date.
17.3 In case of cancellation up to two weeks before the start date, the client is liable for 20% of the total course/training fees, and up to one week before the start date, 50% of the total course/training fees.
17.4 If cancellation occurs within one week before the start date, the client is liable for the full course/training fee. In this case, Reverse-IT B.V. grants the client the right to substitute the course/training with an alternative training for the same purpose.
Article 18: Rates
The standard fees and rates applied by Reverse-IT B.V. for maintenance and services, consultancy, and installation/implementation included, are based on the wage and price levels as of December of the year prior to the date on which they are communicated to the client. These rates will be adjusted annually on January 1st to reflect any changes in the relevant wage and price levels. If the necessary final data is not available in time, invoicing may occur based on an estimate, which will then be corrected if necessary. Interim adjustments are possible if excessive wage or price changes warrant such an action.
Article 19: Changes and additional/reduced work
19.1 Reverse-IT B.V. has the right to perform additional work and charge for it without the prior consent of the client if the extra work does not exceed 10% of the originally agreed amount.
19.2 Changes to the assignment made by the client or caused by changes in circumstances that lead to additional or reduced work will be carried out and charged to the client reasonably and fairly.
19.3 If the additional or reduced work deviates by more than 10% from the originally agreed amount, the parties will consult regarding the measures to be taken.
Article 20: Cancellation of services, services provided, and ordered goods
The client is not entitled to cancel orders given to Reverse-IT B.V. or purchase/delivery agreements concluded with Reverse-IT B.V.
Article 21: Applicable law and disputes
21.1 All offers, agreements, and their execution are governed by Dutch law.
21.2 In the event of disputes and/or issues between Reverse-IT B.V. and the client, an effort will be made to resolve these initially without the involvement of a judge. If this proves to be impossible, the court referred to in Article 21.3 will have jurisdiction.
21.3 Any resulting disputes will be exclusively settled by the District Court of Northern Netherlands, location Assen.