Terms and Conditions

Terms and Conditions Reikon 2018.01 Deposited at the commercial register (handelsregister) of the Dutch Chamber of Commerce (Kamer van Koophandel) under file number 24242015.

PART A. GENERAL

ARTICLE1 Definitions

1.1. In these Terms and Conditions, the following terms shall have the meanings hereunder assigned to them:  

- the private company with limited liability Reikon B.V., having its registered office in Spijkenisse (The Netherlands) and its place of business in Spijkenisse (The Netherlands) at the address Newtonweg 9, registered in the commercial register of the Dutch Chamber of Commerce under file number 24242015. Reikon Services

- the private company with limited liability Reikon Services B.V., having its registered office in Spijkenisse (The Netherlands) and its place of business in Spijkenisse (The Netherlands) at the address Newtonweg 9, registered in the commercial register of the Dutch Chamber of Commerce under file number 64563189. Reikon Sales

- the private company with limited liability Reikon Sales B.V., having its registered office in Spijkenisse (The Netherlands) and its place of business in Spijkenisse (The Netherlands) at the address Newtonweg 9, registered in the commercial register of the Dutch Chamber of Commerce under file number 855720797. Reikon Company

- Reikon, Reikon Services and/or Reikon Sales.

- any party who has entered into a Contract with a Reikon Company. Contract

- any agreement between a Reikon Company and a Client, entered into either in writing or verbally. Order

- any request or proposal by a Client for a Contract. 

- any written statement by or on behalf of a Reikon Company that confirms the existence and/or terms of a Contract.

- any offer or proposal for a Contract issued by a Reikon Company to a (potential) Client, submitted by a Reikon Company either in writing or verbally.

 - any party to a Contract.

1.2. These Terms and Conditions are written in English. Some (legal) terms used in these Terms and Conditions are also provided in Dutch (in brackets) and written in italics for the convenience of the users of these Terms and Conditions as well as for substantive explanation purposes.

ARTICLE 2 Structure and applicability

2.1. These Terms and Conditions consist of the following three parts:

Part A. General

Part B. Sale of Goods

Part C. Performance of Services

2.2. Part A of these Terms and Conditions applies to all Offers, Order Confirmations and Contracts, unless in those cases where the Parties have explicitly agreed otherwise in writing.

2.3. Part B of these Terms and Conditions applies to all Offers, Order Confirmations and Contracts under which a Reikon Company sells goods to a Client or proposes to sell goods to a Client, unless in those cases where the Parties have explicitly agreed otherwise in writing.

2.4. Part C of these Terms and Conditions applies to all Offers, Order Confirmations and Contracts under which a Reikon Company undertakes an obligation to perform services by order of a Client, on the instructions of a Client and/or commissioned by a Client or proposes to undertake such an obligation, unless in those cases where the Parties have explicitly agreed otherwise in writing.

ARTICLE 3 Offers

3.1. Any Offer submitted by the Reikon Company is submitted without any obligation of the Reikon Company. The submitting Reikon Company is entitled to rescind any Offer made by it at any time prior to the issuance of an Order Confirmation and/or the conclusion of a Contract. If the Reikon Company exercises the authority to rescind an Offer, the Reikon Company shall not be obliged to compensate the Client for any kind of damages or losses resulting therefrom.

3.2. All Offers expire by operation of law thirty days after the submission of the Offer, unless the Offer explicitly states otherwise.

3.3. All Offers are based on the assumptions that (i) the issuing Reikon Company can deliver the offered goods under normal circumstances and (ii) the issuing Reikon Company shall be enabled to perform the offered services under normal circumstances and during normal working hours and (iii) the Client shall fully abide by all conditions set forth in the Offer, the Order Confirmation, the Contract and these Terms and Conditions.

ARTICLE 4 Prices

4.1. Unless the Offer, Order Confirmation and/or Contract explicitly states otherwise, the prices contained therein do not include the following (possible) elements:

a. value added tax (if applicable); and

b. import and/or export levies issued by any government (if applicable).

4.2. Whenever changes occur in one or more cost price factors of the goods and/or services after the conclusion of the Contract, including but not limited to tax increases, duty increases and/or changes in currency exchange rates, the Reikon Company shall have the right to unilaterally adjust the contract price accordingly.

ARTICLE 5 Retention of ownership 

5.1. If a Reikon Company has sold goods under a Contract, the Reikon Company retains ownership of those goods until (a) the purchase price for those goods has been paid in full by the Client or on behalf of the Client and (b) all the Reikon Company’s claims resulting from the Client’s failure to pay that purchase price in time (including any possible interest amounts and judicial and extrajudicial collection costs) have been paid in full by the Client or on behalf of the Client.

5.2. Until the ownership of the goods has passed onto the Client, the Client shall, at its own costs:

a. store the goods delivered by the Reikon Company with due care;

b. ensure that the goods delivered by the Reikon Company are clearly and easily identifiable as the property of the Reikon Company;

c. insure the goods delivered by the Reikon Company against damage or loss, ensure that the insurance policy designates the Reikon Company as a (co-)insured and/or beneficiary having an independent right of action against the insurer(s) and make the relevant insurance policies available to the Reikon Company upon first request.

5.3. If the Client fails to meet its obligations vis-à-vis the Reikon Company as set forth in this ARTICLE 5 and/or ARTICLE 6 of these Terms and Conditions, the Reikon Company shall be entitled to repossess all goods which have been sold by the Reikon Company under retention of ownership. By accepting these Terms and Conditions, the Client irrevocably authorises the Reikon Company to forthwith exercise this right of repossession without prior notice of default (ingebrekestelling) being required. To the extent necessary, by accepting these Terms and Conditions, the Client irrevocably authorises the Reikon Company that has sold the goods to the Client to disassemble (demonteren) any goods which have been delivered under retention of ownership from any goods owned or possessed by the Client or any third party.

5.4. Any costs and/or damages resulting from the exercise of the aforementioned right of repossession will be borne by the Client. The Client shall indemnify, defend and hold the Reikon Company harmless for damages or losses claimed by any third party as a result of the exercise of the aforementioned right of repossession by the Reikon Company.

ARTICLE 6 Payments

6.1. Unless in those cases where the Parties have explicitly agreed otherwise in writing, payments shall be made by the Client within 30 days after the date of the invoice. The Client shall be considered to be in default (verzuim) if payment is not made ultimately on the due date stated on the invoice, without any notice of default (ingebrekestelling) being required.

6.2. Unless in those cases where the Parties have explicitly agreed otherwise in writing, payments by the Client shall be made in Euros into the bank account stated on the invoice. Any applicable bank charges, including currency exchange costs and/or handling costs, shall be borne by the Client.

6.3. If deliveries have been made in instalments and/or if services have been provided in phases, each instalment and/or phase may be invoiced separately and shall be paid for by the Client ultimately on the due date stated on the invoice.

6.4. Upon reasonable request by the Reikon Company, the Client shall provide sufficient security for the total contract price. If the Client does not meet any such request, the Reikon Company shall have the right to wholly or partially terminate (ontbinden) the Contract or suspend (opschorten) the performance of its obligations under the Contract by a written or verbal notification to the Client, without the Reikon Company being responsible or liable for any possible damages or losses resulting therefrom.

6.5. The Reikon Company is entitled to demand full prepayment (vooruitbetaling) or one or more down payments (aanbetalingen) prior to or during the performance of services and/or the delivery of goods. If the Reikon Company wishes to exercise any such right, this shall be stated in the Order Confirmation and/or any other statement by the Reikon Company. Any prepayments or down payments shall be invoiced to the Client and shall be paid for by the Client ultimately at the due date stated on the invoice.

6.6. The Client shall have no right to withhold (opschorten) or reduce any payments or to offset (verrekenen) existing and/or future claims against any payments due to the Reikon Company.

6.7. In the event of any default by the Client in the timely payment of any amount to the Reikon Company all the extra-judicial and judicial costs of debt collection shall be for the account of the Client, whereby a minimum of 15% of the outstanding amount shall be payable by the Client.

6.8. In addition to any other rights and remedies, cumulative interest shall accrue on all late payments by the Client at the rate of two percent (2%) for each month of part thereof from the date of default until the date the payment has been made in full.

ARTICLE 7 Defaults of the Client

7.1. If the Client is in default (verzuim) with regards to the timely fulfilment of any obligation under the Contract, including its obligations under these Terms and Conditions, the Reikon Company shall have the right to:

a. refuse the performance of services and/or the delivery of any goods until payments are brought current; and to

b. suspend (opschorten), delay or cancel any credit, delivery or any other performance under the Contract until payments are brought current; without the Reikon Company being liable to the Client for any possible damages or losses resulting therefrom.

ARTICLE 8 Intellectual property

8.1. In the course of the conclusion and/or execution of a Contract a Reikon Company may provide goods, drawings, designs, manuals and/or technical documents to the Client. This does not convey to the Client any intellectual property right relating to such goods, drawings, designs, manuals and/or technical documents. All intellectual property rights relating to such goods, drawings, designs, manuals and/or technical documents shall remain with the Reikon Company and/or its supplier(s).

8.2. Goods, drawings, designs, manuals and/or technical documents received by the Client shall not, without the consent of the submitting Reikon Company, be used for any other purpose than the purpose for which they were provided. The Client may not, without the consent of the submitting Reikon Company, otherwise use, copy, reproduce, publish, transmit or communicate those goods, drawings, documents or that information to a third party. Without the consent of the submitting Reikon Company, the Client is not entitled to process, adapt, manipulate and/or alter any drawings, technical documents or other technical information submitted by the Reikon Company.

ARTICLE 9 Limitations of liability

9.1. Unless in cases of intent or conscious recklessness of the Reikon Company, the Reikon Company is not liable for any possible damages or losses of the Client resulting from the (defective) execution of the Contract.

9.2. Any liability of the Reikon Company for damages or losses of the Client resulting from the (defective) execution of the Contract is limited to the contract price of the (defectively) executed Contract, provided that the maximum liability of the Reikon Company will never exceed an amount of EUR 100,000 (one hundred thousand Euros). If no fixed purchase price and/or contract price is agreed to in the Order Confirmation and/or the Contract, the maximum liability of the Reikon Company in the aforementioned sense shall be determined by the Reikon Company by calculating the actual costs incurred by the Reikon Company in connection with the preparation and execution of the Contract, up to a maximum of EUR 100,000 (one hundred thousand Euros).

9.3. Any rights of the Client to claim damages or losses from the Reikon Company shall become invalid (vervallen) if the Client does not give written notice to the Reikon Company specifying the nature of the Reikon Company’s alleged liability and the estimated damages or losses within two years after the execution of the Contract has been completed.

9.4. The limitations of liability set forth in this ARTICLE 9 do not apply to liability of the Reikon Company for damages resulting from breaches of explicit guarantees provided by the Reikon Company as set forth in ARTICLE 19 of these Terms and Conditions. For liability of the Reikon Company as a result of breaches of explicit guarantees provided by the Reikon Company, specific limitations of liability as set forth in ARTICLE 19 of these Terms and Conditions apply.

9.5. The limitations of liability set forth in this article do not apply to liability of the Reikon Company for damages resulting from a lack of conformity of the goods delivered by the Reikon Company as set forth in ARTICLE 18.3 of these Terms and Conditions. For liability of the Reikon Company as a result of a lack of conformity of the delivered goods, specific limitations of liability as set forth in ARTICLE 18 of these Terms and Conditions apply.

ARTICLE 10 Force majeure

10.1. The Reikon Company shall be entitled to suspend (opschorten) performance of its obligations under the Contract to the extent that such performance is impeded or made unreasonably difficult as a result of force majeure (overmacht). Force majeure shall exist, at least, in all cases when the performance of the obligations of the Reikon Company is impeded or made unreasonably difficult as a result of circumstances which are beyond the reasonable control of the parties, including (i) fire, (ii) war, (iii) extensive military mobilisation, (iv) insurrection, (v) terrorist acts, (vi) seizure, (vii) industrial or commercial disputes, (viii) embargo, (ix) trade restrictions, (x) unusual transport difficulties, (xi) epidemics, (xii) natural disasters, (xiii) extreme weather conditions, (xiv) strikes and work interruptions by employees (xv) the fact that the Reikon Company is unable to acquire the necessary (local) permits, visas and/or other documents which are necessary for the execution of the Contract and (xvi) defects or delays in deliveries or performances by subcontractors of the Reikon Company which are caused by any of the aforementioned circumstances.

10.2. The Reikon Company claiming to be affected by force majeure shall notify the Client without delay on the existence and, if possible, the expected duration of the force majeure.

10.3. Regardless of what might otherwise follow from these Terms and Conditions, either Party shall be entitled to terminate (ontbinden) the Contract by notice in writing to the other Party if performance of the obligations under the Contract is continuously suspended (opgeschort) as a result of force majeure for more than six months. Unless in cases of intent or conscious recklessness of the Reikon Company, the Reikon Company is not liable for any possible damages or losses resulting from a termination of the Contract in accordance with this ARTICLE 10.

ARTICLE 11 Applicable law and jurisdiction

11.1. Each Offer, Order Confirmation and/or Contract shall be governed by the laws of the Netherlands, with the exclusion of the Vienna Convention on the International Sales of Goods.

11.2. All disputes arising out of or in connection with any Offer, Order Confirmation and/or Contract shall be attempted to be settled by the Client and the Reikon Company through consultation and negotiation in good faith in a spirit of mutual cooperation. All disputes which cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the District Court of Rotterdam (The Netherlands).

PART B. SALE OF GOODS

ARTICLE 12 Product specifications

12.1. Information and data provided by the Reikon Company on a product (including but not limited to information provided in catalogues and on any website, all drawings, pictures and/or specifications of weight and size) is non-binding to the Reikon Company, unless to the extent that the information is explicitly contained in the Order Confirmation.

ARTICLE 13 Purchase price

13.1. Unless the Order Confirmation explicitly states otherwise, the purchase price does not include the following (possible) elements:

a. packaging materials;

b. transportation costs;

c. costs relating to the unloading of the goods;

d. costs relating to the transhipment of the goods; and

e. costs relating to the transport and/or handling of semimanufactured products supplied by the Client.

ARTICLE 14 Time of Delivery

14.1. Any delivery period indicated by the Reikon Company commences at one of the following dates, whichever is the last:

a. the day on which the Order Confirmation is sent to the Client; or

b. if the Contract includes the obligation for the Client to pay an amount prior to the delivery of the goods: the day on which the aforementioned payment has been received by the Reikon Company.

14.2. Unless the Order Confirmation explicitly states otherwise, the delivery date and/or delivery period indicated in the Offer, Order and/or Order Confirmation are estimates and nonbinding to the Reikon Company.

14.3. Late delivery of the goods shall not result in the Client having the authority to terminate the Contract, unless the delay has amounted to (or, according to the involved Reikon Company, is expected to amount to) more than 26 weeks .

14.4. Unless in cases of intent or conscious recklessness of the Reikon Company, the Reikon Company is not liable for any possible damages or losses resulting from a late or cancelled delivery of the goods.

14.5. Any right of a Client to claim damages or losses from the Reikon Company as a result of late delivery of goods shall become invalid (vervallen) if the Client has nog lodged a claim for such damages or losses against the Reikon Company within 26 weeks after the end of the delivery term initially indicated.

ARTICLE 15 Transport

15.1. If the Order Confirmation explicitly states that the Reikon Company shall arrange the transportation of the goods, in addition to any specific conditions the Reikon Company and/or the carrier may determine, the following general conditions will apply:

a. the Client is responsible for ensuring that the goods can be unloaded and delivered on working days between 7:30 AM and 4:00 PM (local time at the place of delivery);

b. if the Client wishes that the goods to be delivered and/or unloaded at a moment outside of the normal delivery hours as stated under a. above, the Client must state this wish explicitly in the Order;

c. the Client is responsible for ensuring that the goods can be unloaded, delivered and stored in a safe, dry and easily accessible unloading site;

d. the Client is responsible for providing, on the unloading site, all customary auxiliary installations, equipment, tools, supplies and mains services, including all necessary cranes, lifting equipment and equipment for transport on the unloading site, all of which shall be adequately inspected, certified and/or approved in accordance with normal industry standards;

e. the Client is responsible for providing all necessary information and assistance requested by the Reikon Company (including but not limited to the operation of the Client’s own cranes and/or equipment);

f. if the Client can reasonably foresee that the Client will not be able to comply with the conditions above, the Client must state this explicitly in the Order; and

g. all costs relating to the fulfilment of the aforementioned conditions are borne by the Client. All consequences of these conditions not being entirely fulfilled (including but not limited to the possible consequences of delays in the execution of the Contract and/or damages incurred by the Reikon Company and/or its personnel and/or its subcontractors) are at the Clients’ risk and expense.

ARTICLE 16 Place of Delivery

16.1. Unless in those cases where the Parties have explicitly agreed otherwise in writing, delivery of the goods shall take place at the address of the Client indicated in the Order, Offer, Order Confirmation and/or Contract. If multiple or no addresses have been indicated in the Order, Offer, Order Confirmation and/or Contract, delivery of the goods shall take place at a location which shall determined at the discretion of the Reikon Company.

16.2. At the place of delivery, the Client must sign a delivery note, or cause such a note to be duly signed on behalf of the Client. The signed delivery note shall be evidence that the goods were delivered (a) at the address or place stated in the delivery note, (b) at the date and/or time stated in the delivery note, (c) in the quantities stated in the delivery note.

ARTICLE 17 Passing of risk

17.1. The risks of damage to the goods and of loss of the goods shall pass to the Client as soon as the goods are loaded on a means of transportation used for (a part of the) transportation of the goods, regardless of (i) whether the Reikon Company or the Client has arranged and/or paid for the aforementioned means of transportation, (ii) whether the loading of the goods takes place at the premises of the Reikon Company or any other location, and (iii) whether the loading of the goods is executed by the Reikon Company or any other third party.

17.2. The Reikon Company can only be held liable by a Client for damages to the goods or loss of the goods after the passing of the risks to the Client if and to the extent that those damages or that loss is caused by intent or conscious recklessness by the Reikon Company. In any such case, the liability of the Reikon Company is limited to the amount of the purchase price of the damaged or lost goods.

ARTICLE 18 Inspection and conformity

18.1. The Client must examine the delivered goods thoroughly, or cause them to be examined thoroughly, within fourteen days after the delivery of the goods at the place of delivery.

18.2. If the Client discovers any lack of conformity of the goods, the Client shall (a) give written notice to the Reikon Company without delay, specifying the nature of the lack of conformity and (b) grant the Reikon Company a reasonable period to remedy the lack of conformity, which period shall be at least as long as the delivery period initially indicated in the Order Confirmation and/or Offer, unless if and to the extent that maintaining the obligation of the Client to grant the Reikon Company such an additional period would be unacceptable on grounds of reasonableness and fairness (naar maatstaven van redelijkheid en billijkheid onaanvaardbaar).

18.3. The Reikon Company can only be held liable by a Client for damages or losses resulting from a lack of conformity of the goods if and to the extent that those damages or those losses are imputable to the Reikon Company. In any such case, the liability of the Reikon Company is limited to the amount of the purchase price of those goods.

18.4. Any rights of the Client to claim (damages or losses in connection with) a lack of conformity of the goods shall become invalid (vervallen) if the Client does not give written notice to the Reikon Company specifying the nature of the lack of conformity within five working days after the Client has discovered it or ought to have discovered it.

18.5. Any rights of the Client to claim (damages or losses in connection with) a lack of conformity of the goods shall become invalid (vervallen) if the Client does not give written notice to the Reikon Company specifying the nature of the lack of conformity within six months after the delivery of the goods at the place of delivery, unless this time limit is inconsistent with a contractual period of guarantee explicitly agreed between the Parties in writing.

ARTICLE 19 Guarantees on delivered goods

19.1. Unless the Offer, the Order Confirmation and/or the Contract explicitly states otherwise, the Reikon Company does not provide any guarantees on delivered goods in addition to any possible manufacturer’s warranty (fabrieksgarantie).

19.2. Not covered by any guarantee provided by the Reikon Company are:

a. all consequences of normal wear and tear and/or deterioration;

b. defects resulting from the application or use of materials and/or technical parts as prescribed by mandatory rules imposed by any government, administrative authority and/or public agency;

c. defects resulting from the application or use of materials and/or technical parts which were provided, prescribed or demanded by the Client;

d. defects resulting from the non-compliance by the users of the goods with any operation instructions, maintenance instructions, safety instructions and/or rules imposed by any government, administrative authority, public agency and/or Reikon.

19.3. Any claim by the Client under a guarantee provided by the Reikon Company must be brought in writing to the Reikon Company without undue delay after the discovery of the defect. A claim under a guarantee shall under no circumstances be made later than 14 days after the discovery of the defect, failing which the Client’s right to call on the guarantee shall become invalid (vervallen).

19.4. Any claim by the Client under a guarantee provided by the Reikon Company shall contain a description of the defect. Where the defect is such that it may cause damage, the Client shall immediately inform the Reikon Company about this in writing, failing which the Client shall bear all related risks.

19.5. No call on any guarantee can be made by the Client if the Client:

a. is failing or has failed to comply with any obligation vis-à-vis the Reikon Company under the Contract, regardless of the reason for such failure to comply;

b. has performed faulty maintenance on the delivered goods or has caused such faulty maintenance to be performed;

c. has made adjustments, alterations or repairs to the delivered goods without the prior written consent of the Reikon Company or has caused such adjustments, alterations or repairs to be made without the prior written consent of the Reikon Company; or

d. has not used the delivered goods for the purpose they were designed for.

ARTICLE 20 Packaging materials

20.1. The Reikon Company has no obligation to the Client to remove or to take back any packaging materials after the delivery of the goods.

20.2. To the extent a returnable deposit applies to packaging materials used for the goods (including but not limited to pallets), the Reikon Company is entitled to charge the Client for the applicable deposit amount.

PART C. PERFORMANCE OF SERVICES

ARTICLE 21 Contract price

21.1. The contract price for the performance of services can be offered by the Reikon Company either (i) as a fixed fee (vaste prijs) or (ii) on a cost-plus basis (regiebasis) or on the basis of subsequent calculation (nacalculatie).

21.2. Unless the Order Confirmation explicitly states otherwise, the contract price for the performance of services offered by the Reikon Company does not include the following possible elements:

a. additional costs resulting from unworkable weather conditions, including labour and accommodation costs;

b. additional costs resulting from delays due to force majeure or any other cause which is not attributable to the Reikon Company.

21.3. If the contract price for the performance of services is based on a cost-plus basis or on the basis of subsequent calculation, an estimate of the costs may be provided prior to the conclusion of the Contract or during the execution of the Contract, which estimate shall be non-binding to the Reikon Company in all cases.

21.4. If the contract price for the performance of services is based on a cost-plus basis or on the basis of subsequent calculation, the following items may be charged to the Client:

a. time worked, which shall be calculated by reference to (a) the hourly rates offered by the Reikon Company, as specified in the latest Reikon price list and/or as normally applied by the Reikon Company and (b) the number of hours certified as worked in the time-sheets, copies of which time-sheets shall be provided to the Client by the Reikon Company at the Client’s request;

b. waiting time, when and to the extent that the performance of the works is prevented by or hindered by circumstances which are not attributable to the Reikon Company;

c. reasonable travelling expenses incurred by the Reikon Company in respect of its personnel and/or subcontractors and the costs of transport of their equipment and (within reasonable limits) personal belongings;

d. reasonable costs of board and lodging and other living expenses of its personnel and/or subcontractors, including such costs incurred during their incapacity caused by sickness or accident;

e. time usefully spent on the preparation of the works, including the preparation of the journeys of the Reikon Company’s personnel and/or subcontractors and all other formalities in connection with the execution of Contract;

f. fees and/or costs relating to services and/or goods provided by subcontractors and/or suppliers of the Reikon Company;

g. fees relating to the use of equipment on the works;

h. any applicable taxes, dues, levies, tolls et cetera;

i. any additional costs which could not reasonably be foreseen by the Reikon Company and are caused by a circumstance not attributable to the Reikon Company;

j. any additional costs resulting from the applicability of mandatory rules imposed by any government, administrative authority and/or public agency other than then laws, regulations or rules imposed by the Dutch national and regional government authorities. The Reikon Company may add reasonable surcharges to the aforementioned items.

ARTICLE 22 Working conditions

22.1. If the Contract includes the assignment of works to the Reikon Company which are to be executed on a working site outside of the Reikon Company’s own premises, the Client is responsible for:

a. providing all information on the working site to the Reikon Company in due time, to the extent that the information may be relevant for the preparation and/or execution of the works;

b. providing all information on all relevant safety regulations and/or instructions in force at the working site to the Reikon Company;

c. ensuring that the working site is accessible to the Reikon Company and/or its subcontractors at all times, which includes ensuring that the access routes to the working site are suitable for the required transport of goods, tools and equipment to the working site by the Reikon Company and/or its subcontractors;

d. providing all requested assistance in order to ensure that the Reikon Company’s employees and/or subcontractors shall obtain, in good time, all necessary visas and any applicable work permits and/or tax certificates;

e. providing all requested assistance in order to import and reexport the goods, tools and equipment brought to the working site by the Reikon Company and/or its subcontractors, including assistance with customs procedures;

f. ensuring that the machineries and other technical installations which the Reikon Company may want to access during the execution of the works are closed down;

g. ensuring that the equipment and technical installations which the Reikon Company may want to access during the execution of the works are directly accessible to the Reikon Company (including but not limited to providing access openings);

h. providing, on the working site, all customary auxiliary installations, equipment, tools, supplies and mains services, including all necessary cranes, lifting equipment and equipment for transport on the working site, fuel, oils, grease, cleaning materials, gas, water, electricity, steam, compressed air, heating and lighting as well as the customary measuring and testing instruments, all of which shall be adequately inspected, certified and/or approved in accordance with normal industry standards;

i. providing sufficient office facilities on the working site, equipped with a duly functioning telephone line and unhampered access to the internet;

j. providing storage facilities on the working site, equipped with adequate protections against theft and deterioration of the goods, tools, equipment and personal belongings brought to the working site by the Reikon Company and/or its subcontractors;

k. providing convenient board and lodging in the neighbourhood of the working site and providing internationally acceptable hygiene facilities and medical services; and

l. taking all necessary safety and precautionary measures before the equipment and/or technical installations are started.

22.2. The aforementioned working conditions shall be guaranteed by the Client during the preparation and during the execution of the Contract, including outside normal working hours.

22.3. All costs relating to the fulfilment of the aforementioned working conditions are borne by the Client. All consequences of the working conditions not being entirely fulfilled (including but not limited to the possible consequences of delays in the execution of the Contract and/or damages incurred by the Reikon Company and/or its personnel and/or its subcontractors) are at the Clients’ risk and expense.

ARTICLE 23 Additional work

23.1. All Contracts relating to the performance of services by the Reikon Company for a Client tacitly include

a. the instruction to the involved Reikon Company to undertake any additional work to the extent that the Reikon Company considers the performance of the additional work to be required, desirable and/or useful for the Client; as well as

b. the authority charge the Client for compensation for additional works for the Client within reasonable limits.

23.2. Whenever it is clear to the Reikon Company that the performance of additional work is required, desirable and/or useful for the Client, the involved Reikon Company shall inform the Client about this as early as reasonably foreseeable.

ARTICLE 24 Completion period

24.1. Any completion period relating to the performance of services indicated by the Reikon Company commences at one of the following dates, whichever is the last:

a. the day on which the Order Confirmation is sent to the Client;

b. the day on which all obligations under ARTICLE 22 of these Terms and Conditions have been complied with by the Client;

c. the day on which all required formalities for the execution of the services have been complied with;

d. the day on which the performing Reikon Company has received all information, permits and/or data necessary for the execution of the services; or

e. if the Contract includes the obligation for the Client to pay an amount prior to the performance of the services by the Reikon Company: the day on which the aforementioned payment has been received by the Reikon Company;

24.2. Any indicated completion period may be extended automatically if and when:

a. the scope and/or the content of the Contract is altered, including but not limited to additional work;

b. any supplier of the Reikon Company fails to deliver the goods necessary for the performance of the services in time, unless such failure is directly imputable to the Reikon Company;

c. any relevant changes occur in the working conditions at the location at which the services are to be performed, unless such changes are directly imputable to the Reikon Company; and/or

d. the Client fails to timely perform its obligations vis-à-vis the Reikon Company, including obligations to provide information and assistance requested by the Reikon Company.

ARTICLE 25 Delays

25.1. If the Reikon Company anticipates that it will not be able to fulfil its obligations under the Contract within the indicated completion period, the Reikon Company shall notify the Client thereof, stating (to the extent possible) the expected amount of delay.

25.2. Extensions of the completion period shall not result in the Client having the authority to terminate (ontbinden) the Contract, unless the extension has amounted to (or, according to the involved Reikon Company, is expected to amount to) more than 26 weeks. The Client shall not have the authority to terminate (ontbinden) the Contract due to an extension of the completion period if the delays are not (entirely) directly attributable (toe te rekenen) to the Reikon Company.

25.3. If the Client exercises the authority to terminate (ontbinden) the Contract in accordance with ARTICLE 25.2 of these Terms and Conditions, at the discretion of the involved Reikon Company the Client may be obliged to remunerate the Reikon Company for any services performed prior to the termination of the Contract. At the discretion of the Reikon Company, down payments made by the Client may only be reimbursed to the extent that the total amount of down payments exceeds the total amount payable to the Reikon Company for any services performed prior to the termination of the Contract.

25.4. If the Client exercises the authority to terminate the Contract in accordance with ARTICLE 25.2 of these Terms and Conditions, the Client shall be entitled to compensation for the losses it suffers as a result of the delay, under the following conditions:

a. only direct losses can be claimed, which do not include losses or damages as a result of business interruptions nor damages to the Clients’ reputation;

b. the total compensation for losses shall not exceed 15 per cent of that part of the contract price which is attributable to the part of the works in respect of which the contract is terminated; and

c. the Reikon Company is allowed to (partially) set off the compensation for the Client’s losses and/or damages against the remuneration due for any services performed by the Reikon Company prior to the termination of the Contract in accordance with ARTICLE 25.2 of these Terms and Conditions;

25.5. Delays in the execution of the services under the Contract shall not result in the Client having the authority to engage any third party for the performance of the services instead of the Reikon Company prior to the termination (ontbinding) of the Contract.

25.6. Delays in the execution of the services under the Contract shall not result in the Client being entitled to compensation for damages and/or compensation, unless the delays are directly attributable (toe te rekenen) to the Reikon Company, without prejudice to ARTICLE 9 of these Terms and Conditions.

ARTICLE 26 Acceptance tests

26.1. When the Offer, Order Confirmation and/or Contract include the obligation for the Reikon Company to perform repairs to and/or maintenance on equipment, engines, (technical) installations and/or technical parts, acceptance tests and/or a trial run (proefvaart) may be carried out on the Client’s request (and at the Client’s expense) to determine whether the services have been successfully performed by the Reikon Company.

26.2. If the acceptance tests and/or trial run show(s) that the services have not been successfully performed by the Reikon Company, the Reikon Company shall without delay undertake reasonable efforts to remedy the deficiencies. In such cases, the Reikon Company may charge the Client for reasonable travelling expenses, costs for travelling time and reasonable costs for board and lodging incurred by the Reikon Company in respect of its personnel and/or subcontractors and the costs of transport of their equipment and (within reasonable limits) personal belongings.

26.3. To the extent this is agreed to in the Order Confirmation and/or Contract and/or to the extent this is necessary in the opinion of the Reikon Company, the Reikon Company shall inform the Client of the date and place of the acceptance tests and/or trial run.

26.4. If acceptance tests and/or trial run is/are to be carried out outside of the Reikon Company’s own premises, the stipulations in ARTICLE 22 of these Terms and Conditions also apply to the working conditions during the acceptance tests and/or trial run.

26.5. To the extent this is agreed to in the Order Confirmation and/or Contract and/or to the extent this is necessary in the opinion of the Reikon Company, the Reikon Company may prepare a report on the acceptance tests and/or trial run and/or inform the Client of the results of the acceptance tests and/or trial run.

26.6. The Reikon Company may require the Client to have a representative present, at the Clients’ costs, during the performance of the acceptance tests and/or trial run and to duly sign a report on the acceptance tests and/or trial run on behalf of the Client.

26.7. The Client shall be entitled to witness any acceptance tests and/or trial run in person. Any costs, damages or losses resulting from the fact that the Client wishes to exercise the aforementioned right to witness the acceptance tests and/or trial run shall be borne by the Client.

26.8. If the Client fails to fulfil its obligations under this ARTICLE 26 or otherwise prevents the acceptance tests and/or trial run from being carried out, the tests shall be regarded as having been satisfactorily completed.

ARTICLE 27 Completion

27.1. The services agreed to in the Contract shall be considered to be completed:

a. when the acceptance tests and/or trial run have been satisfactorily completed; or

b. when (i) the Reikon Company has given a completion notice to the Client indicating or implying that the services have been performed, which completion notice may take on the form of a work order form (werkbon), working report (werkrapport), revision report (revisierapport) or invoice (factuur), and (ii) the Client has tacitly or explicitly accepted the aforementioned completion notice.

27.2. The completion notice shall be regarded as accepted by the Client if:

a. the Client, by any act or omission, creates the impression that it has accepted the completion notice, including but not limited to (i) signing the work order form and/or (ii) putting the equipment, engines, (technical) installations and/or technical parts into operation; and/or

b. the Client does not, within 14 days after the receipt of the completion notice, explicitly notify the Reikon Company in writing that the Client refuses to accept the completion notice, supported by a statement of the reasons therefore.

ARTICLE 28 Guarantees on services and/or repaired goods and/or maintained goods

28.1. Unless the Offer, the Order Confirmation and/or the Contract explicitly states otherwise, the Reikon Company does not provide any guarantees on the quality, functioning, safety, of any goods repaired and/or maintained by the Reikon Company, nor of any goods used or applied in the course of the execution of the Contract.

28.2. The stipulations in ARTICLE 18 and ARTICLE 19 of these Terms and Conditions also apply to all guarantees relating to goods used, delivered or applied in the course of the performance of any services under the Contract.

ARTICLE 29 Additional limitations of liability

29.1. In addition to the limitations of liability as set forth in ARTICLE 9 of these Terms and Conditions, it is understood that:

a. the Reikon Company shall not be liable for damages to the Client’s properties occurring before the completion of the Contract as stipulated in ARTICLE 27 of these Terms and Conditions unless the Client proves that such damages were caused by intent or conscious recklessness of the Reikon Company or anyone for whom he is responsible in connection with the performance of its obligations under the Contract; and

b. the Reikon Company shall not be liable for any damages or losses incurred by the Client more than six months after the completion of the Contract as stipulated in ARTICLE 27 of these Terms and Conditions.

29.2. If the Reikon Company incurs liability towards any third party for damages to or losses of property of a third party as a result of the (defective) execution of the Contract by the Reikon Company, the Client shall indemnify, defend and hold the Reikon Company harmless, unless in cases of intent or conscious recklessness of the Reikon Company.