1. Definitions
1.1 “GENERAL TERMS AND CONDITIONS GTC)” General Terms and Conditions for the performance of WORKS by REYNARD HIGH VOLTAGE SOLUTIONS B.V. On request these GTC are supplied to any interested party.
1.2 “REYNARD HIGH VOLTAGE SOLUTIONS B.V” hereinafter referred to as REYNARD, having its registered office in Nieuw Vennep, Netherlands.
1.3 “PERSONNEL” Any legal person or natural person who carries out specific tasks or a specific assignment under the AGRMEEMENT under the authority of REYNARD.
1.4 “CLIENT” The legal person or natural person referred for whose company or organisation REYNARD shall carry out specific tasks or a specific assignment.
1.5 “AGREEMENT” A written agreement concluded by and between the CLIENT and REYNARD by virtue of which REYNARD undertakes to carry out specific tasks or a specific assignment. The AGREEMENT shall only be deemed concluded when REYNARD, after receipt of the written order or instruction confirmed acceptance of the same in writing.
1.6 “WORKS”: the scope of works of REYNARD under the AGREEMENT, as included in the AGREEMENT.
2. Applicability
2.1 Validity
These GTC are applicable to and constitute part of all legal relationships and offers between REYNARD and the CLIENT with regard to the performance of the WORKS by REYNARD for the company or organisation of the CLIENT. These GTC remain in full force after the termination of this kind of legal relationship.
2.2 Deviations
Deviations from these GTC are only valid if they have been confirmed by REYNARD in writing. These kinds of deviations are unconnected, and rights cannot be derived there from with regard to legal relationships entered into on a later date.
2.3 Exclusion
Possible (general) terms and conditions of the CLIENT and / or third parties are not applicable and are expressly rejected.
3. Requirements, selection and choice
3.1 Selection
REYNARD is free in the choice of the PERSONNEL who REYNARD renders available for WORKS. REYNARD selects the PERSONNEL on the basis of capacities and competences known to REYNARD of the candidates available and on the basis of the information supplied to REYNARD by the CLIENT with regard to the WORKS. REYNARD and its PERSONNEL will adhere to the standards of professional reasonable skill and care.
3.2 Substitution
REYNARD reserves the right to at all times, after consultation with the CLIENT to substitute PERSONNEL by other similar qualified PERSONNEL.
3.3 Complaints
If PERSONNEL selected and deployed by REYNARD does not appear to comply with the requirements of the CLIENT, the CLIENT shall forthwith inform REYNARD accordingly by telephone and then confirm this to REYNARD in writing within 1 day. However, this shall never release the CLIENT from its’ payment obligation vis-à-vis REYNARD on account of the AGREEMENT.
4. Scope of the WORKS, changes
4.1 Scope of the WORKS
The AGREEMENT comprises the WORKS as outlined in the offer of REYNARD or subsequently in the AGREEMENT.
4.2 The CLIENT shall promptly report to REYNARD any alleged defects in the WORKS in order that REYNARD may take prompt measures to remedy the same.
4.3 Change in circumstances, omissions
REYNARD is entitled to pass on costs that are incurred by the same on account of the reasons below to the CLIENT:
• when the activities cannot take place in a normal fashion or without interruptions;
• when changes in laws or governmental regulations, which were unknown or could not have been known to REYNARD at the time of the conclusion of the AGREEMENT, came into effect that oppose an unchanged execution of the AGREEMENT;
• in case of disproportional additions REYNARD is entitled to impose new conditions on the execution thereof;
• if the CLIENT limits or fully prevents the normal execution of the activities in a significant manner.
5. Confidentiality
5.1. Confidentiality
REYNARD and the PERSONNEL deployed by the same are obliged to, both during the duration of the AGREEMENT and up to three (3) years following the completion of the WORKS or termination or expiry of the AGREEMENT, whichever is earlier, abide by the strictest confidentiality with regard to all matters of the CLIENT of which the confidential nature can be deemed to be known to the same. An exception to the foregoing applies to the extent that this is required within the framework of the normal execution by REYNARD and/or its PERSONNEL of the AGREEMENT. REYNARD shall expressly impose the aforementioned confidentiality obligation on its PERSONNEL.
5.2 Experience records
For promotional and experience record purposes, REYNARD shall be entitled to describe the SERVICES in general, type and size, and state the name of the CLIENT, provided that no confidential information will be revealed.
6. Non-solicitation
6.1 During the duration of the AGREEMENT and up to one (1) following the termination thereof, the CLIENT shall not be allowed to, without the intervention of REYNARD, employ whether or not against payment, the deployed PERSONNEL either directly or indirectly or have the same carry out activities or enter into a direct or indirect contractual relationship with the PERSONNEL.
6.2 Penalty in case of violation
If the CLIENT enters into an employment relationship with PERSONNEL within the period intended in 6.1 without the intervention of REYNARD for its own benefit, the CLIENT shall be liable to pay a penalty of of 50.000 Euro per violation.
7. Indemnification and Liability
7.1. Indemnification
Each party shall indemnify, defend and hold the other party harmless from all claims, liabilities and causes of action for bodily injury to and/or death of any person and/or loss of, damage to and/or destruction of third-party property, if and to the extent caused by the negligent acts or omissions of the indemnifying party.
7.2 Liability
7.2.1 Any liability, contractual and non-contractual, of REYNARD and its PERSONNEL under the AGREEMENT is limited to at most 10% of the total sum charged to the CLIENT in connection with the AGREEMENT.
7.2.3 REYNARD shall never be liable for damages incurred by the CLIENT or by third parties as a result of incorrect, incomplete or untimely information supplied by the CLIENT.
7.2.4 REYNARD can – in consideration of the provisions set forth in in this clause – only be held liable for damages which are unambiguously demonstrated to be attributable to REYNARD.
7.3 Limitation of liability
7.3.1 To the extent possible under applicable law, REYNARD shall never be liable for indirect damages, such to include consequential damages, lost profit, lost savings and losses due to business interruptions.
7.3.2 The liability of REYNARD under or in relation to the AGREEMENT shall in all cases expire after one (1) year has elapsed from the date of (deemed) acceptance of the WORKS or expiry of the AGREEMENT, whichever is earlier. All claims to REYNARD shall be presented immediately upon detection, however before the expiry of the liability period.
8. Term, suspension and termination
8.1 Term
Each AGREEMENT is entered into for a definite period of time and automatically comes to an end after completion of the WORKS, expiry of the duration of the AGREEMENT or termination thereof, whichever is earlier.
8.2 Extension
With the consent of the CLIENT and REYNARD the AGREEMENT can be extended or changed on the basis of conditions further to be agreed upon which must be established by means of an addendum to the AGREEMENT.
8.3 The CLIENT may suspend or terminate the AGREEMENT at its convenience upon thirty (30) days’ prior written notice to REYNARD.
8.4 REYNARD may suspend or terminate the AGREEMENT if payments are thirty (30) days or more overdue, or if the CLIENT has delayed or neglected to fulfil its obligations thus preventing the proper execution of the SERVICES by REYNARD and this has not been corrected within thirty (30) days of the written notice to the CLIENT.
8.5 Either party may terminate the AGREEMENT upon written notice to the other in the following events:
• the other party is declared insolvent, bankrupt files for suspension of payment;
•the other party commits a substantial breach or material default and fails to correct or take reasonable steps to correct the breach within ten (10) days after receipt of written notice from the other party thereof.
8.6 If REYNARD terminates or suspends the AGREEMENT in accordance with the reasons specified in this clause 8 or on account of force majeure REYNARD shall never be liable for any compensation for damages against the CLIENT or any applicable party.
8.6 Settlement after suspension or termination
Upon suspension or termination of the AGREEMENT, the CLIENT shall pay REYNARD for the SERVICES performed until suspension or termination and any costs and expenses incurred as a result of the suspension or early termination..
In case of suspension or termination as per 8.3, REYNARD is also entitled to a suspension or termination fee equal to a percentage of 20% of the suspended or terminated part of the SERVICES.
8.7 Suspension or termination of the AGREEMENT before the end of the term must take place in writing by registered letter addressed to the other party.
9. Price and Payment
9.1 Invoices
The CLIENT is held to pay REYNARD for the SERVICES supplied on account of the AGREEMENT in conformity with that which has been specified in the AGREEMENT.
Invoices shall be paid within a payment term of thirty (30) days from the date of invoice, including any pre-approval or certification process. If any part of the invoice is disputed by the CLIENT, the CLIENT shall give REYNARD prompt notice with reasons and shall pay the undisputed part of the invoice without delay as per agreed payment terms.
9.2 Interest
The interest on overdue payments is the reference EURIBOR 3-month rate of plus three (3) percentage points.
9.3 VAT
All fees indicated by REYNARD are excluding the statutorily established VAT.
9.4 (Withholding) Taxes
9.4.1 All fees provided by REYNARD are exclusive of any kind of direct or indirect taxes, withholdings, duties, bank charges or other similar applicable dues. Any such taxes, withholdings, charges and dues shall be reimbursed by the CLIENT in addition to the prices payable to REYNARD pursuant to the AGREEMENT.
9.4.2 Where the CLIENT is required by law or regulation to levy withholding taxes on payments made to REYNARD pursuant to this AGREEMENT, the CLIENT shall provide REYNARD an appropriate certificate of the paid and withheld taxes enabling REYNARD to claim such taxes or dues. The certificate is to be provided within sixty (60) days of the payment of the payable from which the taxes are levied. If REYNARD is unable to claim credit due to CLIENT’s delay or omission in providing such certificate or deficiencies in such certificate, then the CLIENT shall reimburse the previously withheld taxes to REYNARD on written and substantiated demand.
9.4.3 Parties agree to co-operate in good faith in resolving all items and issues regarding withholding taxes, including but not limited to the co-operation and communication with tax authorities on behalf of the other party in case of wrongly levied withholding taxes and co-operation in providing any tax forms or information to tax authorities.
9.5 Notice of default in case of untimely payment
After the expiry of the payment term specified in 9.1 the CLIENT shall be in default without a notice of default being required. The CLIENT shall then be held to pay an interest rate over the outstanding amount of 1.5% per month.
9.6 Security
Without prejudice to the provisions set forth in Clause 9, REYNARD shall at all times be entitled to request any security from the CLIENT for all that which the CLIENT shall be due on account of the AGREEMENT.
10. Closing provisions
10.1 Applicable law
Dutch law is applicable to AGREEMENTS to which these GTC are applicable.
10.2 All disputes arising as a result of the AGREEMENT or as a result of further assignments connected therewith to which these GTC are applicable and that cannot be settled through amicable settlement shall be settled by the competent Court in Amsterdam.
10.3 Independent party
REYNARD shall, for all purposes, be deemed to be an independent party and nothing in the AGREEMENT shall be construed to REYNARD the agent, employee or servant of the CLIENT. REYNARD shall have control over and be responsible for the means and methods for performing the WORKS.
