Article 1. Applicability

1.1 These general terms and conditions apply to all offers and agreements between Remote Engineer B.V., and the customer, of whatever nature, as well as to the commitments resulting therefrom. Deviations can only be agreed upon with Remote Engineer B.V. in writing.
1.2 In these Conditions, “the client” means the client, or any person who enters into or wishes to enter into an agreement with Remote Engineer B.V., or for whom Remote Engineer B.V. makes an offer or performs a delivery or performance, as well as its legal successors.
1.3 If Remote Engineer B.V. does not always require strict compliance with these terms and conditions, this does not mean that these terms and conditions would not be applicable or that Remote Engineer B.V. would lose the right to require strict compliance with these terms and conditions in future cases, similar or otherwise.
1.4 If any provision of these terms and conditions is not valid or applicable for any reason, the remainder of these terms and conditions shall remain in effect.
1.5 Purchase conditions and other conditions declared applicable by the client are not binding to Remote Engineer B.V., unless they have been accepted by Remote Engineer B.V. in writing. Such acceptance may not be inferred from the circumstance that Remote Engineer B.V. leaves unchallenged a communication from the customer that it does not accept the terms and conditions of Remote Engineer B.V. and declares its own terms and conditions applicable.

Article 2. Offers

2.1 All offers, quotations and quotations made by Remote Engineer B.V., in any form whatsoever, are without obligation and based on the data, designs, drawings, and data derived therefrom provided by the customer.
2.2 An offer is only binding if it is made in writing by Remote Engineer B.V., stating a period during which the offer is open for acceptance.
2.3 Price lists, brochures, printed matter etc. provided by Remote Engineer B.V. are subject to change and do not constitute an offer.
2.4 Remote Engineer B.V. reserves the right to refuse orders without giving reasons, to deliver cash on delivery, or to require payment in advance.

Article 3. Agreement

3.1 An agreement comes into effect after Remote Engineer B.V. has confirmed an assignment in writing or after Remote Engineer B.V. has commenced execution of the assignment. The order confirmation shall be deemed to accurately and completely reflect the agreement unless the buyer objects in writing within five working days.
3.2 For services/deliveries for which, due to the nature and/or scope, no order confirmation is sent, the invoice shall also serve as order confirmation. It shall be deemed to accurately and completely reflect the agreement unless the buyer promptly protests.
3.3 Additions and amendments to an agreement, bind Remote Engineer B.V. only insofar as they have been confirmed by Remote Engineer B.V. in writing.
3.4 Remote Engineer B.V. is authorized, if it considers this necessary or desirable, to engage third parties for the proper execution of the assignment given to it. These costs will be passed on to the customer in accordance with the quotations provided.

Article 4. Changes and additional work

4.1 In the event of additional work, this will automatically affect the agreed price and the agreed time of delivery. This will be at the expense/risk of the buyer. In case a change in the agreed services and/or supplies leads to less work and a reduction in the agreed price, Remote Engineer B.V. reserves the right to charge the customer for the costs already incurred by Remote Engineer B.V., as well as the lost profit.
4.2 To the extent possible, Remote Engineer B.V. will notify the customer in writing of additional work as early as possible, in any event before it is performed. The customer is deemed to be in agreement with the execution of said additional work, with the costs involved and the delivery time adjusted if necessary, unless the customer objects in writing before commencement of the execution of the additional work, but in any case within 5 days of the aforementioned notification by Remote Engineer B.V.

Article 5. Prices

5.1 All prices and rates are in Euro currency and exclusive of VAT. Regarding orders up to € 650,- excluding VAT, a surcharge of € 12,50 for handling and administration costs will be charged.
5.2 Prices are based on prices, rates, wages, taxes, duties, charges, etc. existing during the offer. In the event of an increase in one or more of the cost price factors, Remote Engineer B.V. is entitled to increase the price accordingly. Such a price increase does not entitle the buyer to rescind the contract.
5.3 In the case of an agreement involving periodically due amounts, Remote Engineer B.V. is entitled to adjust the prices and rates by means of a written notification and with due observance of a period of three months. If the customer does not agree with the changed prices and/or rates, it is entitled to terminate the agreement in writing within seven (7) days of receiving said notification by the date stated in the notification on which the price or rate change would take effect.

Article 6. Advertisements transportation problems

6.1 Complaints shall relate only to complaints about damage to the packaging of goods sent or the absence of packages that do appear on the carrier’s checklist.
6.2 The buyer is obliged to check each shipment immediately upon delivery for defects, such as damage and/or incompleteness. In case of damage or missing packages, this must always be noted immediately on the carrier’s checklist and reported to Remote Engineer B.V. If the damage or missing package is found after delivery, it must still be reported to the carrier within a period of five working days. The claim must be accompanied by statement of delivery or invoice number under which the shipment was sent.
6.3 After signing for receipt, the buyer shall be deemed to have approved the shipment.
6.4 If and insofar as the complaint is found by Remote Engineer B.V. to be well-founded, Remote Engineer B.V. shall, at its discretion and within a reasonable period of time, either repair the defect or replace the defective goods, without the customer being entitled to any additional compensation whatsoever.
6.5 Complaints do not relieve the customer of his payment obligations to Remote Engineer B.V..

Article 7. Claims faulty deliveries

7.1 Complaints regarding faulty deliveries shall relate exclusively to complaints that can be noted after signing the carrier’s checklist: damaged goods in the packages, the absence in the packages of goods ordered and appearing on the packing list, or sending the wrong goods.
7.2 The buyer is obliged to check each shipment immediately upon delivery for defects, such as correct goods shipped, damage and/or incompleteness. In case of an incorrect delivery, this must be reported to Remote Engineer B.V. immediately, but if not possible, within a period of five working days. The claim must be accompanied by statement of delivery or invoice number under which the shipment was sent.
7.3 After the expiration of the period mentioned in paragraph 2, the buyer shall be deemed to have approved the delivered goods.
7.4 If and insofar as the complaint is found by Remote Engineer B.V. to be well-founded, Remote Engineer B.V. shall, at its discretion and within a reasonable period of time, either repair the defect or replace the defective goods, without the customer being entitled to any additional compensation whatsoever.
7.5 Return of the incorrectly delivered goods can only take place after prior written consent of Remote Engineer B.V. and with due observance of the latest version of the RMA terms and conditions, which will be sent to the customer on first request.
7.6 Complaining does not relieve the customer of his payment obligations to Remote Engineer B.V..

Article 8. Payment

8.1 Unless otherwise agreed in writing, payment shall be made by deposit or transfer to a bank or giro account designated by Remote Engineer B.V. within 14 days of the invoice date. The value date indicated on Remote Engineer B.V.’s bank/giro statements shall be considered the day of payment.
8.2 Unless expressly agreed otherwise in writing, payment shall be made without setoff or suspension on any account.
8.3 All that the Customer pays shall first serve to pay any interest and/or (general collection) costs due and then to pay the oldest outstanding invoices.
8.4 If the customer fails to pay the amounts due within the agreed period, the customer shall be in default by operation of law and Remote Engineer B.V. shall, without prejudice to its other rights, be entitled, at its discretion, to charge the customer interest on the entire amount due, consisting of the statutory interest rate applicable at that time, increased by a surcharge of 3% on an annual basis. This interest will be calculated from the due date of the relevant invoice until the day of payment in full. In addition, all extrajudicial and judicial collection costs to be incurred shall be borne by the buyer. The amount of the extrajudicial collection costs owed to Remote Engineer B.V. shall be calculated in accordance with the collection rate of the Netherlands Bar Association, as established from time to time, with a minimum of € 340.
8.5 If Remote Engineer B.V. sees reason to do so, Remote Engineer B.V. may require further security, failing which it may suspend performance of the agreement.
8.6 For new relationships, the first three orders are delivered cash on delivery. The cash on delivery fee is €16 per shipment. As long as Remote Engineer B.V. has not allowed a credit limit, deliveries shall be made cash on delivery only. Within the credit limit allowed by Remote Engineer B.V., payment must be credited within 14 days of the invoice date.

Article 9. Retention of title

9.1 All goods delivered to the customer shall remain the property of Remote Engineer B.V. until the moment of full payment of all amounts, including any interest and costs, owed by the customer for the goods delivered or to be delivered under the agreement or services performed or to be performed, as well as in respect of claims for failure to comply with the said agreement.
9.2 The customer is obliged to ensure careful handling of the goods and shall not be entitled to encumber and/or pawn the goods delivered and/or to establish a (secret) lien on them, other than with the written consent of Remote Engineer B.V., as long as the customer has not fully complied with its obligations towards Remote Engineer B.V.
9.3 If Remote Engineer B.V. dissolves the order in whole or in part, it is entitled to take back the unpaid part of the delivered goods. Dissolution and/or repossession shall not affect Remote Engineer B.V.’s right to damages.

Article 10. Delivery time

10.1 All (delivery) terms stated by Remote Engineer B.V. are approximate and have been established on the basis of the data and circumstances known to Remote Engineer B.V. when the agreement was entered into. Stated delivery deadlines shall never be considered deadlines. If a change in data and/or circumstances, regardless of its foreseeability, results in a delay, the delivery date shall be delayed accordingly, without prejudice to what is provided below regarding force majeure. In case of untimely delivery, Remote Engineer B.V. must be given notice of default in writing, whereby it must still be offered a reasonable period for delivery.
10.2 Exceeding the delivery terms stated by Remote Engineer B.V., for whatever reason, shall never entitle the customer to compensation or non-fulfilment of any obligation resting on him under the relevant agreement or a related agreement.
10.3 Orders may be cancelled only after written confirmation by Remote Engineer B.V..

Article 11. Delivery

11.1 Unless otherwise agreed in writing, delivery shall take place ex warehouse Remote Engineer B.V.. To cover the associated costs, Remote Engineer B.V. will charge € 12.50 for each assignment. From the time of delivery, all risks of loss, decay, damage, etc., regardless of cause, shall pass to the buyer.
11.2 If it has been agreed that the services and/or deliveries will take place in phases, Remote Engineer B.V. may postpone the services and/or deliveries of the following phases until the customer has approved the completion of the preceding phase in writing and has complied with all his (financial) obligations regarding the partial delivery. In case of partial deliveries, Remote Engineer B.V. is entitled to invoice these separately.
11.3 If the goods are available to the customer after the expiration of the delivery time but are not taken by him, the goods shall be stored at his disposal at his expense and risk.

Article 12. Transport

12.1 Remote Engineer B.V. shall determine the method of transport, shipment, packaging and the like. Shipping/transport of goods is always at the expense and risk of the buyer. Remote Engineer B.V. is only obliged to take out (transport) insurance if and insofar as Remote Engineer B.V. has undertaken in writing to do so.

Article 13. Software and hardware

13.1 The following provisions apply – in particular – if Remote Engineer B.V. supplies software.
13.2 The ownership of and all rights of intellectual property relating to the software products and the underlying source code shall at all times remain with the suppliers of Remote Engineer B.V., unless expressly agreed otherwise in writing. The buyer shall neither remove nor alter any distinguishing marks relating to the intellectual property rights of the rights holder.

Article 14. Force majeure

14.1 If Remote Engineer B.V. is prevented from (further) executing the agreement due to force majeure of a permanent or temporary nature, Remote Engineer B.V. shall be entitled, without any obligation to pay damages, to dissolve the agreement in whole or in part by means of a written notification to that effect without judicial intervention, less the right of Remote Engineer B.V. to payment by the customer for services already rendered by Remote Engineer B.V. before the force majeure situation arose, or to suspend (further) execution of the agreement. In the event of suspension, Remote Engineer B.V. shall still be entitled to dissolve the agreement in whole or in part.
14.2 Force majeure includes all circumstances as a result of which Remote Engineer B.V. is temporarily or permanently unable to meet its obligations, such as strikes, transport difficulties, fire, government measures, including, in any case, import and export bans, quota restrictions and operational failures at its premises or those of its suppliers, as well as shortcomings by its suppliers, as a result of which Remote Engineer B.V. cannot reasonably fulfil or can no longer fulfil its obligations towards the customer.

Article 15. Warranty

15.1 Subject to the provisions of 15.5, Remote Engineer B.V. guarantees the goods it supplies against material and manufacturing defects in accordance with the latest version of the RMA Conditions, which will be sent to the customer on first request. The warranty implies exclusively that Remote Engineer B.V. will repair these faults to the best of its ability, or replace the goods, at Remote Engineer B.V.’s option and discretion. Consumables such as toners, cartridges, disc packs and memory media are not replaced. Products or parts thereof replaced pursuant to this warranty shall become the property of Remote Engineer B.V.. Defects must be reported to Remote Engineer B.V. in writing in order to be dealt with. Recovery of lost data is not covered by the warranty.
15.2 The warranty shall not apply if the errors are wholly or partially the result of incorrect, careless or incompetent use, use for other than normal (business) purposes, external causes, such as fire or water damage, or if the goods have been modified or maintained by others than Remote Engineer B.V.
15.3 Unless otherwise agreed, the warranty with respect to goods manufactured by Remote Engineer B.V. shall apply for a period of twelve months from the time of delivery.
15.4 Fulfilment of its warranty obligations by Remote Engineer B.V., shall constitute sole and full compensation. Remote Engineer B.V. is not obliged to any further obligations, nor is the customer entitled to a claim for dissolution of the agreement.
15.5 If the goods have been obtained by Remote Engineer B.V. from a supplier, the warranty is limited to the applicable warranty conditions of the supplier. Remote Engineer B.V. will inform the customer on request of the applicable provisions.
15.6 Repair outside the scope of the applicable warranty will be charged by Remote Engineer B.V..
15.7 In the event of repair of defective goods under warranty, the customer is obliged to return the goods at his own expense to an address to be specified by Remote Engineer B.V..

Article 16. Liability

16.1 Remote Engineer B.V. shall never be obliged to pay compensation for damage suffered directly or indirectly, resulting from or arising from defects in goods or services supplied or due to the non-delivery, untimely delivery or incorrect functioning of the goods and/or services delivered or to be delivered by it, except in the event of wilful intent or gross negligence on the part of Remote Engineer B.V.. Any liability for loss of business (business interruption, loss of income, etc.), loss or reduction of data, and/or consequential loss, from whatever cause, including delay in the delivery time of goods and services, is expressly excluded.
16.2 Remote Engineer B.V. is not liable for damage caused by its employees and/or the third parties it engages to the customer or third parties, on any account or due to any cause whatsoever, except in the event of intent or gross negligence attributable to Remote Engineer B.V.. In no event shall liability extend beyond the coverage of the insurance taken out by Remote Engineer B.V..
16.3 Remote Engineer B.V. shall not be liable for damage of any nature whatsoever arising or caused by incorrect, careless or inexpert use, or by use for other than normal purposes of goods supplied by Remote Engineer B.V..
16.4 The customer shall indemnify Remote Engineer B.V. and its employees against claims by third parties for compensation for material and immaterial damage caused directly or indirectly by (use of) the goods supplied by Remote Engineer B.V., unless the damage is the result of intentional acts/gross negligence on the part of personnel of Remote Engineer B.V. and/or third parties engaged by it.
16.5 The liability of Remote Engineer B.V. under the agreement concluded with the customer is limited under all circumstances to the invoice amount of the agreement excluding VAT.

Article 17. Dissolution/Termination

17.1 The Customer shall be deemed to be in default by operation of law and the (remaining) debt shall be immediately due and payable in the event:
a. the buyer fails to fulfill any obligation of the agreement in particular the payment or fails to fulfill it on time;
b. Remote Engineer B.V. has good grounds to fear that the customer will fail in performance and the customer fails to comply with a written demand stating those grounds to declare his willingness to comply with his obligations within a reasonable period set in that demand;
c. the customer applies for its own bankruptcy, is declared bankrupt, proceeds to dispose of its assets, submits a request for a moratorium, or all or part of its assets are attached and this is not lifted within 10 days of the attachment;
d. the customer proceeds c.q. decides to discontinue or transfer its business or a significant part thereof, including the contribution of its business to a company to be incorporated or already existing, or proceeds to do so c.q. decision to change the purpose of its business or to dissolve it;
e. of death, if the purchaser is a natural person.
17.2 Remote Engineer B.V. shall be entitled in the 17.1 cases without any obligation to pay damages and without prejudice to the rights to which it is entitled, such as rights in respect of costs or interest that have already fallen due and the right to compensation for damages and without any notice of default or judicial intervention being required:
a. declare the agreement dissolved in whole or in part by written notice to the buyer and/or
b. claim any amount owed by the customer to Remote Engineer B.V. immediately and in full and/or
c. invoke the retention of title established under Article 8.
17.3 In the event that the agreement is terminated or dissolved in any way, the provisions regarding confidentiality, dissolution/termination, applicable law and disputes shall continue to apply in full.

Article 18. Secrecy

18.1 The parties are mutually obliged to maintain complete confidentiality vis-à-vis third parties of mutually provided confidential (business) information. The buyer is obliged to take measures so that this confidentiality is observed by its employees.
Article 19. General
19.1 The rights and/or obligations under an agreement to which these terms and conditions apply are not transferable and not subject to assignment or the creation of a security right, except with the prior consent of the other party.

Article 19. General

19.1 The rights and/or obligations under an agreement to which these terms and conditions apply cannot be assigned and can only be transferred with the prior consent of the other party or a security interest may be established.

Article 20. Applicable law and disputes

20.1 All agreements concluded between the parties and legal relations arising therefrom shall be governed exclusively by Dutch law. Applicability of the Vienna Sales Convention is expressly excluded.
20.2 All disputes arising from or related to the agreement to which these terms and conditions apply or the terms and conditions in question themselves and their interpretation or performance, shall be settled by the competent court in Amsterdam or the competent ter in the customer’s place of residence, at Remote Engineer B.V.’s discretion, unless otherwise agreed.
20.3 Remote Engineer B.V. is entitled to amend these general terms and conditions of sale, delivery and payment from time to time.