Last updated on: July 1, 2022

 

Article 1. Definitions

1.1. General Terms and Conditions: The present General Terms and Conditions.

1.2. R.P.M. Technic, located at Meliere 97 8604Bl Sneek and registered with the Chamber of Commerce under number 1109492, also available at: www.rpmtechnic.com.

1.3. Service(s): service(s) as described in the Agreement.

1.4. Products: all products as described in the Agreement.

1.5. Intellectual Property Rights: rights (of intellectual property), including but not limited to copyrights (including, of course, the copyright resting on software), database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.

1.6. Quotation: a written offer from R.P.M. Technic.

1.7. Client: the natural person or legal entity, whether or not acting in the course of a profession or business, who has entered into an Agreement with R.P.M. Technic.

1.8. Delivery: occurs after approval by the Client, after use by the Client, or through notification from the Client, after which a response from the Client has not been received within 7 days after notification.

1.9. Agreement: The agreement between the Parties pursuant to which R.P.M. Technic provides its Services to the Client, and of which the General Terms and Conditions are an integral part.

1.10. Party(ies): R.P.M. Technic and the Client together or separately.

1.11. Confidential Information: non-public information related to a Party and information that a Party indicates as confidential, or which, by the nature of the information or under the circumstances of its disclosure, should be treated as confidential.

1.12. Employee: The person employed by one of the Parties, or who performs work on an assignment basis for the respective Party.

1.13. Business Client: the Client who acts in the course of a profession or business.

 

Article 2. Applicability and interpretation

2.1. The General Terms and Conditions apply to and are part of every (legal) act related to the preparation, conclusion, or execution of the Agreement. The General Terms and Conditions also apply to all subsequent Agreements between the Client and R.P.M. Technic, if the Client has accepted their validity in previous Agreements with R.P.M. Technic.

2.2. The applicability of any purchasing or other conditions of the Client is explicitly excluded.

2.3. Provisions or conditions stipulated by the Client that deviate from or are not included in the General Terms and Conditions apply only to the Agreement if the Parties have agreed to this in writing.

2.4. In case, alongside these General Terms and Conditions, specific product, action, or service conditions are also applicable, those conditions shall apply as well.

 

Article 3. Conclusion of the Agreement

3.1. All quotations and other offers from R.P.M. Technic are non-binding and valid for a period of 14 days.

3.2. The Agreement is concluded at the moment of acceptance by the Client of R.P.M. Technic's quotation and meeting the conditions set by R.P.M. Technic therein.

3.3. An offer is presumed to be accepted if the Agreement is executed without objection. The offer can be accepted both orally and in writing.

 

Article 4. Execution of the Agreement

4.1. Following the conclusion of the Agreement, R.P.M. Technic will commence execution on the date or at the time agreed upon in the Agreement. If no performance date is agreed upon, R.P.M. Technic will immediately commence the execution of the Agreement.

4.2. If delivery cannot be made within the agreed timeframe, R.P.M. Technic will notify the Client accordingly. A business client is considered to agree to a new delivery date.

4.3. The Client acknowledges that they do not have the authority to issue instructions regarding the Services to be provided by R.P.M. Technic for the execution of the Agreement.

4.4. The Client is obliged to do and refrain from doing everything that is reasonably necessary and desirable to enable a timely and correct execution of the assignment. In particular, the Client ensures that all data, which R.P.M. Technic indicates as necessary or which the Client should reasonably understand to be necessary for the execution of the assignment, are provided to R.P.M. Technic in a timely manner.

4.5. To the extent necessary for proper execution of the Agreement, R.P.M. Technic has the right to engage third parties in the execution of the Agreement. The General Terms and Conditions also apply to the work performed by third parties in the context of the Agreement. These third parties are not authorized to act as representatives.

4.6. R.P.M. Technic is not obligated to have third parties designated by the Client perform the work. The Client is liable for goods intended for the execution of the Agreement that are prescribed by or on behalf of the Client, or that are or were to be delivered by a supplier designated by the Client, as well as for non-delivery or delayed delivery thereof.

 

Article 5. Duration and Termination of the Agreement

5.1. The duration of the Agreement is stipulated in the Agreement. If no duration is specified, the Agreement is entered into for the period necessary to deliver the Services.

5.2. A Business Client cannot terminate the Agreement prematurely.

5.3. In the event of termination, the Client must pay the full amount, reduced by the savings resulting for R.P.M. Technic from the termination. R.P.M. Technic will deliver the work already completed. If the price depends on the actual costs to be incurred by R.P.M. Technic, the price owed by the Client will be calculated based on the costs incurred, the work performed, and the profit that R.P.M. Technic would have made on the entire work. The amounts remain due after termination of the Agreement and become immediately payable as of the date of termination.

5.4. R.P.M. Technic may suspend or terminate the Agreement at any time if:

• The Client has been declared bankrupt;
• The Client has been granted a suspension of payments;
• The Business Client's enterprise is dissolved or liquidated.

5.5. Obligations that, by their nature, are intended to continue after the termination of the Agreement shall remain in force and applicable to the Client and its successors after the termination of the Agreement.

 

Article 6. Price and Payment

6.1. The Client shall pay R.P.M. Technic the amount as specified in the Agreement. All prices mentioned by R.P.M. Technic are in euros.

6.2. All prices mentioned by R.P.M. Technic are exclusive of value-added tax (VAT) and other government-imposed levies, unless otherwise stated.

6.3. A payment term of 30 days applies to each invoice.

6.4. If a price is based on data provided by the Client and these data are found to be incorrect, R.P.M. Technic has the right to adjust the price accordingly, even after the Agreement has already been concluded.

6.5. If the Client fails to meet their payment obligation(s) on time, R.P.M. Technic shall notify the Client of the late payment. After notifying the Client of the late payment, R.P.M. Technic grants the Client a period of 14 days to still fulfill their payment obligations.

6.6. In case of late payment, the Client, in addition to the amount due and the statutory interest accrued thereon, shall be liable for full compensation of both extrajudicial and judicial collection costs, including the costs for lawyers, legal advisors, bailiffs, and collection agencies.

6.7. Within legal frameworks, R.P.M. Technic may assess whether the Client can meet its payment obligations, as well as all facts and factors relevant to responsibly entering into the Agreement. If, based on this assessment, R.P.M. Technic has valid reasons not to enter into the Agreement, it has the right to reasonably refuse an order or request or attach specific conditions to the execution, such as advance payment.

 

Article 7. Client's Obligations

7.1. The Client ensures that all (technical) information, decisions, and data necessary for the execution of the Agreement are provided to R.P.M. Technic in a timely manner. The Client is responsible for the accuracy and completeness thereof. This includes, but is not limited to, complying with permit applications and other legal requirements.

7.2. If necessary for the execution of the Agreement, the Client shall ensure timely and cost-free provision and unrestricted access to the premises, building, and/or location where the work must be performed. The Client shall ensure that R.P.M. Technic can make cost-free use of suitable storage space and any necessary (utility) facilities, such as electricity, (drinking) water, gas, compressed air, telecommunications, or sewer connections.

7.3. The Client shall provide clean, safe, and healthy working conditions and is obliged to promptly alert R.P.M. Technic and its Employees to any hazardous situations.

7.4. The Client is responsible for circumstances that impede or obstruct the execution of the work.

 

Article 8. Additional Work

8.1. Any changes in the execution of the Agreement, either at the request of the Client or due to circumstances necessitating a different execution, resulting in additional costs, shall be considered as additional work. These General Terms and Conditions shall apply to the additional work.

8.2. If additional work is carried out at the request or with the consent of the Client, the Client shall compensate for the additional work. R.P.M. Technic may refuse to comply with such a request or enter into negotiations.

8.3. The Client acknowledges that additional work may cause delays in the delivery of services, even if a delivery time has been agreed upon. The Client is not entitled to compensation for such delays.

8.4. The occurrence of (a demand for) additional work during the execution of the Agreement does not constitute grounds for termination or dissolution of the Agreement for the Client.

8.5. Cost-increasing circumstances not attributable to R.P.M. Technic will be settled as additional work. R.P.M. Technic shall notify the Client about these circumstances as soon as possible.

 

Article 9. Delivery and Delivery Time

9.1. Delivery periods specified by R.P.M. Technic are indicative and do not constitute a strict deadline, unless expressly agreed upon in writing by the Parties.

9.2. R.P.M. Technic reserves the right, if feasible, to have the necessary goods and equipment delivered to the Client. The available equipment and goods may be stored at the expense and risk of the Client.

9.3. R.P.M. Technic remains the owner of all Products until the Client has fulfilled all payment obligations towards R.P.M. Technic, including amounts due to any shortcomings.

Article 10. Intellectual Property Rights

10.1. The Intellectual Property Rights, including all images, drawings, (technical) descriptions, and advice provided by R.P.M. Technic to the Client, are owned by R.P.M. Technic.

10.2. The Client shall not take actions that may infringe upon the Intellectual Property Rights of R.P.M. Technic and/or its licensors, including but not limited to unauthorized disclosure and/or reproduction, in whole or in part, of the aforementioned in the previous clause. The Client acknowledges and accepts that any unauthorized use or actions constitute a breach of the Agreement and applicable laws.

 

Article 10. Intellectual Property Rights

10.1. The Intellectual Property Rights, including all images, drawings, (technical) descriptions, and advice provided by R.P.M. Technic to the Client, are owned by R.P.M. Technic.

10.2. The Client shall not take actions that may infringe upon the Intellectual Property Rights of R.P.M. Technic and/or its licensors, including but not limited to unauthorized disclosure and/or reproduction, in whole or in part, of the aforementioned in the previous clause. The Client acknowledges and accepts that any unauthorized use or actions constitute a breach of the Agreement and applicable laws.

 

Article 11. Confidentiality

11.1. Parties shall treat information provided to each other before, during, or after the execution of the Agreement as confidential when such information can reasonably be considered confidential or has been explicitly designated as such by either Party. Parties shall also impose this obligation on their Employees and any third parties engaged by them for the execution of the Agreement.

11.2. The obligation of confidentiality shall remain in force even after the termination of the Agreement for any reason, for as long as the disclosing party can reasonably claim the confidential nature of the information.

11.3. In the event of a breach of the provisions outlined in this article, the Client shall incur an immediately payable penalty of €20,000.00, without prejudice to the right to claim for any damages incurred.

 

Article 12. Liability

12.1. The limitations of liability stated in this Agreement apply except insofar as the damage results from willful intent or deliberate recklessness of R.P.M. Technic.

12.2. R.P.M. Technic will make every effort to carry out the Agreement as carefully and safely as possible. R.P.M. Technic cannot influence the ultimate use of the delivered product. Therefore, the Client is responsible for using the result of the Agreement.

12.3. Upon delivery of the Agreement, R.P.M. Technic is released from all liability for defects that the Client had discovered or should have reasonably discovered at the time of delivery.

12.4. R.P.M. Technic's total liability for direct damages suffered by the Client as a result of an attributable failure to perform this Agreement, or through an unlawful act by R.P.M. Technic, its Employees, or any third parties engaged by R.P.M. Technic, shall be limited to an amount equal to the price agreed upon in the Agreement (including VAT), with a maximum of €1,000.00 per event or a series of connected events.

12.5. Direct damages solely include: the reasonable costs to determine the cause and extent of the damage, any reasonable costs incurred to have R.P.M. Technic's deficient performance meet the Agreement, and reasonable costs incurred to prevent or limit damage, provided that the Client demonstrates that these costs have led to the limitation of direct damage.

12.6. R.P.M. Technic's liability to the Client for indirect or consequential damages, loss of revenue or profit, delay damages, loss of data, damages due to exceeding deadlines as a result of changed circumstances, damages resulting from the provision of defective cooperation, information, or materials by the Client, and damages arising from information or advice provided by R.P.M. Technic that is not expressly part of the Agreement, is excluded.

12.7. A condition for any right to compensation is that the Client reports the damage to R.P.M. Technic in writing within a reasonable period but in any case within two (2) months after its occurrence.

12.8. R.P.M. Technic's liability for attributable failure to perform the Agreement arises only if the Client properly and promptly notifies R.P.M. Technic in writing of the default, providing a reasonable period for remedying the default, and R.P.M. Technic continues to fail to perform its obligations attributable to the default even after that period. The notice of default must contain as detailed a description of the default as possible, enabling R.P.M. Technic to respond adequately.

12.9. The Client indemnifies R.P.M. Technic against all claims by third parties (including the Client's customers) for compensation for damage, costs, or interest related to this Agreement and/or the Service.

12.10. R.P.M. Technic cannot be held liable for the performance of any obligation under the Agreement if R.P.M. Technic is hindered from performing due to force majeure. R.P.M. Technic is not liable for any damage resulting from force majeure.

12.11. Force majeure includes, but is not limited to: disruptions in public infrastructure, defects in goods, equipment, or software or other source materials prescribed for use by the Client, unavailability of Employees, government measures, general transportation problems, strikes, wars, terrorist attacks, and civil unrest.

12.12. If a force majeure situation lasts longer than 90 days, Parties have the right to terminate the Agreement in writing. Any performance already completed under the Agreement will be settled in proportion, without either party owing each other for the remaining part.

 

Article 13. Amendment of General Terms and Conditions

13.1. R.P.M. Technic reserves the right to modify or supplement these General Terms and Conditions. Amendments apply also to previously concluded Agreements with a notice period of 30 days after the announcement of the modification.

13.2. Changes will be communicated through www.rpmyechnic.com, by email to the Client, or through another channel that R.P.M. Technic can prove has been sent to the Client. Non-substantial changes of minor importance can be made at any time and do not require notification.

 

Article 14. Final Provisions

14.1. Dutch law applies to the Agreement.

14.2. Insofar as mandatory rules do not prescribe otherwise, any disputes arising from the Agreement shall be submitted to the competent Dutch court in the district where R.P.M. Technic is located.

14.3. In these General Terms and Conditions, "written" also includes communication via email, provided the identity of the sender and the integrity of the email are sufficiently established.

14.4. If any provision in the Agreement or General Terms and Conditions is found to be void, this will not affect the validity of the entire Agreement or General Terms and Conditions. In this case, the Parties will establish new provision(s) to replace the void provision, in a way that gives effect to the purpose of the original provision to the extent permitted by law.

14.5. R.P.M. Technic is entitled to transfer its rights and obligations arising from the Agreement to a third party that takes over R.P.M. Technic or its business activities.

 

Name: R.P.M. Technic
Address: Meliere 97 8604Bl Sneek
Email address: info@rpmtechnic.com
Phone number: +31 (0) 88 0900 200