Article 1. General provisions

1. These General Terms and Conditions apply to all offers and agreements, as well as all resulting transactions, between Rixus B.V. BV (hereinafter referred to as "Rixus B.V.") and yourself (hereinafter referred to as "the Client").
2. These Terms and Conditions also apply when Rixus B.V. purchases or receives products or services from third parties and delivers them to the Client.
3. The application of the client's terms and conditions is expressly excluded.
4. If any provision of these Terms and Conditions is declared null and void or invalid, the remaining provisions shall remain in full force and effect. The Client must agree to new provisions. These provisions shall, as far as possible, correspond to the old invalid or nullified provisions.
5. In the event that the provisions of these General Terms and Conditions conflict with the provisions of an agreement, the provisions of the agreement shall prevail.

Article 2. Identity of the company

Company name: Rixus B.V.
Address: De Vest 34, 5555XP Valkenswaard, Netherlands
Contact: rixus.eu/contact
Availability: Monday to Friday from 9:00 am to 6:00 pm
Chamber of Commerce number: 89424182
Establishment number: 000055219101
VAT number: NL864978704B01

Article 3. Entry into force of the agreement

1. All offers from Rixus B.V. are non-binding and valid for 30 days, unless otherwise stated in the offer. The offer is based on the information provided by the Client. If this information proves to be incorrect, Rixus B.V. may modify the offer and the costs thereof shall be borne by the Client.
2. All sizes, weights, images, drawings, technical and/or chemical specifications, types, quantities, composition, and qualities included in the offer are approximate.
3. The agreement is concluded at the moment the Client places an order on the website, or at the moment the Client agrees in writing or by telephone to an offer from Rixus B.V., or at the moment the delivery actually begins by Rixus B.V..
4. If a change in the agreement results in higher costs, these costs may be passed on to the Client via Rixus B.V..
5. The Client cannot derive any rights from previous offers or promotional materials from Rixus B.V..

Article 4. Method of delivery

1. Rixus B.V. shall deliver each deliverable as agreed in writing. Rixus B.V. may engage third parties for this purpose.
2. The agreed delivery date is not a strict deadline. The delivery time starts at the moment the agreement comes into effect, provided that all required information has been received and any security for payment has been provided.
3. The risk of the products passes from Rixus B.V. to the Client at the moment the products are actually in the possession of the Client or those assisting the Client.
4. The products shall be delivered to the address provided by the Client. The Client must ensure that the storage locations where Rixus B.V. is to deliver the products are accessible without hindrance or risk.
5. The Client must accept the products upon delivery. If the Client refuses to accept the products or has not provided sufficient information prior to delivery, the products will be stored at the risk of the Client by Rixus B.V. The additional costs, including storage costs, shall be borne by the Client.
6. Delivery of the products shall take place as soon as possible after the order date. Rixus B.V. may deliver an order consisting of multiple items in two or more shipments.
7. The costs of delivery, including packaging, transport, and transport insurance, shall be borne by the Client. These costs are not included in the prices on the website but are separately stated in the quotation.

Article 5. What you can expect from us

- Rixus B.V. carries out its work with care, making optimal use of its knowledge, experience, and insight. Rixus B.V. acts in the best interests of the Client as much as possible.
- If a delivery schedule is included in the agreement, Rixus B.V. will make every effort to adhere to it. However, the specified dates are not strict deadlines. In the event of a delay beyond the specified deadlines in the schedule, the Client shall give Rixus B.V. a reasonable period of at least 14 days to fulfill the agreement.
- Rixus B.V. shall treat all Client data confidentially, to the extent that Rixus B.V. is aware that it concerns confidential data.

Article 6. Obligations of the client

1. The Client must provide Rixus B.V. with all necessary data in a timely manner to ensure the correct execution of its work. The Client is responsible for the accuracy of this data.
2. If a delay attributable to the Client arises during the execution of the agreement, all resulting costs and damages shall be borne by the Client.
3. The Client is obliged to inspect and check the delivered products immediately upon receipt. Any complaints, defects, or breakages must be reported to Rixus B.V. in writing immediately (within two days). In the absence of such notification, the products in question shall be deemed to have been delivered without damage, defects, or breakages, and it shall be assumed that Rixus B.V. has performed the delivery in accordance with the agreement.
4. Complaints regarding defects and/or breakages must be reported to Rixus B.V. in writing immediately upon discovery (within two days), so that Rixus B.V. can investigate the complaint and perform any necessary repairs.
5. Filing a complaint does not suspend the payment obligations of the Client.
6. During the inspection, the Client must handle the product and packaging carefully and only use and inspect the product as the Client would in a store. If the value of the product has diminished due to the way the Client has handled it, the Client must reimburse Rixus B.V. for this loss in value.
7. The return of products under warranty conditions must take place within 6 months of delivery for non-OEM products and within 12 months of delivery for OEM products. The Client must notify Rixus B.V. of the return of a product by submitting an RMA request form via the website and return the product(s) to Rixus B.V. as soon as possible. The original and undamaged packaging must be used. Opened or damaged packaging will be refused.
8. If the Client sends return shipments according to the method indicated by Rixus B.V. on a monthly basis, the costs shall be borne by Rixus B.V.. If the Client wishes to use a different method, the costs shall be borne by the Client.
9. Once Rixus B.V. has received the returned products, they will refund the Client via the original payment method.
10. The following products are not covered by the above return shipment rules:
1. Products manufactured by Rixus B.V. in accordance with the buyer's specifications;
2. Products that cannot be returned due to their nature;
3. Products that can quickly perish or deteriorate;
4. Products whose price is subject to fluctuations in the financial market over which Rixus B.V. has no control;
5. Products that are no longer in their original packaging or whose packaging is clearly damaged.
6. Rixus B.V. may immediately suspend the execution of the agreement or terminate the agreement in whole or in part without prior notice to the Client if:
7. The Client fails to fulfill its obligations under the agreement or fails to do so in a timely manner;
8. In the event of the Client's bankruptcy, liquidation, or placement under guardianship, suspension of payment or provisional suspension of payment, application of the Debt Rescheduling (Natural Persons) Act, or complete or partial takeover of the Client's business.
9. Rixus B.V. shall not be obliged to pay any damages to the Client in such cases, and Rixus B.V. shall also have the right to claim damages and/or payment.
10. In all of the above cases, all of Rixus B.V.' claims shall become immediately due and payable, and the Client shall be obliged to immediately return the delivered products.

Article 7. Costs of Rixus B.V. products

1. The costs to be paid by the client are specified in euros in the agreement.
2. All costs are exclusive of VAT. Other levies imposed by government authorities, transport and delivery costs, travel and accommodation costs abroad, and the use of special installations are not included.
3. Rixus B.V. has the right to adjust prices to reflect price developments during the contract period. This includes, among other things, changes in taxes, levies, wages, social security contributions, exchange rates, energy prices, or other factors that result in higher costs for Rixus B.V.. Price changes shall take effect within one month of their announcement. If the Client does not agree to the cost changes, the Client may terminate the agreement with Rixus B.V. in writing within eight days of the announcement of the changes, with effect from the date of implementation of the changes.
4. If the Client has not yet fulfilled all (payment) obligations under the agreement, Rixus B.V. may suspend the performance of its obligations until all (payment) obligations of the Client have been fulfilled.
5. The Client understands that the amount of costs associated with the agreement may be influenced if the parties decide to change the approach, method, and/or scope of the work, regardless of which party initiated the changes. Costs of additional work or products shall be discussed orally and invoiced separately.

Article 8. Payment methods

1. There are two payment methods available:
1. Payment via the website: when ordering products through the website, payment can be made immediately upon placing the order.
2.  Payment afterwards via invoice: if you place an order based on a written quotation, Rixus B.V. will immediately send you an invoice, which must be paid within 14 days of the invoice date.
2. When Rixus B.V. makes partial deliveries, each partial delivery may be invoiced separately.
3. Professional clients who do not pay within the agreed term will be immediately in default and will owe interest from the due date of the invoice. This interest is equal to the statutory commercial interest. The client is also liable for all judicial and extrajudicial collection costs. These costs amount to 15% of the principal sum, with a minimum of € 150.00 each time.
4. Rixus B.V. is entitled to request security for the fulfillment of your payment obligations. Rixus B.V. is also entitled to adjust its Payment Terms if the financial position or payment behavior of the Customer justifies this in its opinion.
5. When paying by credit card, the credit card details are checked before payment is made. Products are only shipped to the address of the credit card holder as indicated by the Customer.
   Objections to the payment of an invoice must be submitted in writing to Rixus B.V. within 14 days of the invoice date. If you fail to do so, the invoiced amount will be deemed accepted. Objections to the invoice do not suspend the payment obligation. 

Article 9. Termination of the agreement

1. In the event that the Customer cancels the agreement, he must compensate Rixus B.V. for the costs he has incurred or is still to incur and for the damage he has suffered, up to a reasonable amount, without prejudice to the right of Rixus B.V. to claim further damages when the damage exceeds that reasonable amount. The “reasonable amount” is calculated based on the following sliding scale: 
1. Upon cancellation up to 8 days before the start of the work: 3% of the quotation price;
2. Upon cancellation more than 1 day but less than 8 days before the start of the work: 5% of the quotation price;
3. Upon cancellation 1 day or less before the start of the work: 10% of the quotation price. 
2. Rixus B.V. may immediately suspend the execution of the agreement or dissolve the agreement in whole or in part without prior notice to the Customer, when:
1. The Customer fails to fulfill his obligations from the agreement in time and/or the Customer refuses to provide security for payments;
2. The Client’s business is declared bankrupt, liquidated or placed under curatorship, or a suspension of payment or provisional suspension of payment is granted, or an arrangement is made under the Natural Persons Debt Management Act, or when the Client’s business is taken over in whole or in part, or in case of death of the Client.
3. Rixus B.V. is then not obliged to pay any compensation to the Customer and Rixus B.V. is also entitled to claim damages and/or payment. If one of these circumstances occurs, the Customer is immediately declared in default.
4. Rixus B.V. is entitled to continue to comply with the agreement.

Article 10. Use of the website.

1. All prices and rates mentioned on the Rixus B.V. website or in emails from Rixus B.V. are exclusive of VAT and subject to price changes and errors in programming or typographical errors. 
2. The appearance of the delivered products may not necessarily correspond with the product images. Changes in the appearance and packaging of the products can especially occur after an update of the customer’s range. No complaints about identified defects can be made if they relate to product changes as described above.

Article 11. Force Majeure

1. Force majeure is understood to mean that the circumstances are such that Rixus B.V. is unable to deliver its products correctly, on time, or not at all without the intervention of Rixus B.V. If there is a case of force majeure there is no question of a culpable shortcoming of Rixus B.V..
2. Force majeure may include: fire, theft, vandalism, riots, strikes, corporate occupations, operational failures, war, storm, situations in which the work is unreachable, changes in legislation or shortcomings in compliance by one of Rixus B.V.’s suppliers.
3. In case of force majeure, Rixus B.V. can suspend the execution of the contract or dissolve the contract in whole or in part, without being held to any compensation for damages.

Article 12. Retention of Title

1. All products delivered by Rixus B.V. remain the property of Rixus B.V. until the full amount has been paid.
2. Products delivered under retention of title may not be pledged or burdened in any other way.
3. If a third party seizes the products delivered under retention of title or wants to establish rights on them, the Customer must inform Rixus B.V. as soon as possible.
4. Where possible, the Customer should insure and keep insured the goods delivered under retention of title against fire, theft, explosion and water damage. Rixus B.V. can, upon request, view the insurance policy.

Article 13. Confidential Information and Personal Data

1. Parties are obliged to keep confidential all confidential information they have obtained about the other party’s business. This also applies to the Client’s employees and third parties engaged by them.
2. Information is considered confidential when it is designated as such by one of the parties.
3. The parties are obliged to keep secret all confidential information they have received about the other party’s business. This also applies to engaged third parties.
4. Information is considered confidential when it is designated as such by one of the parties.
5. As the Data Controller in accordance with the General Data Protection Regulations (GDPR), Rixus B.V. is responsible for the protection of personal information necessary for the proper execution of the agreement.
6. Where Rixus B.V. processes personal information of the Customer, this will be done with the utmost care and in compliance with the GDPR.
7. Rixus B.V. will only use the personal data to the extent necessary to serve the Customer. Personal data will not be retained longer than legally allowed or than necessary for the execution of the agreement.
8. Rixus B.V. will take technical and organizational measures to ensure an appropriate level of security concerning personal data, taking into account the state of the art and the nature of the processing.

Article 14. Intellectual Property Rights

1. Work produced by Rixus B.V. may not be published or reproduced without written permission from Rixus B.V.. Rixus B.V. holds the copyright to all works created by or on their behalf.
2. The Customer retains ownership of all documents provided to Rixus B.V. for review.
3. All intellectual property rights, including, but not limited to, copyrights, trademarks, and database rights on the information, texts, illustrations, logos, images and photos on the website, and on the layout and design of the website, rest with Rixus B.V. and/or their licensors. These rights may not be infringed upon, including making copies of the website other than technical copies required for the use of the website.

Article 15. Warranty

1. All products from Rixus come with a 2-year warranty.
2. When Rixus B.V. acknowledges that they have fallen short in the delivery of a product, Rixus B.V. has the right to replace the concerned product or deliver the missing elements within a reasonable period after the customer has informed Rixus B.V. of the defect. If Rixus B.V. delivers correctly within this period, the agreement is considered to have been fulfilled and the customer has no right to compensation.
3. If desired, additional warranties can be arranged with Rixus B.V. These are described in detail in the written warranty statement.
4. The warranty does not apply in case of force majeure.
5. Warranty is only provided if all financial and other obligations have been fulfilled. Any claim to warranty expires when the products delivered by Rixus B.V. have been mishandled and/or processed by the client and/or when the instructions provided by Rixus B.V. have not been followed. No warranty applies in case of normal wear and tear.

Article 16. Assignment of Responsibilities

1. However, Rixus B.V. cannot guarantee the achievement of a desired result at a specific time. Rixus B.V. cannot be held liable for damages, even if such damages are directly or indirectly related to delays or cancellations. Rixus B.V. is only liable if the damage results from deliberate actions or recklessness.
2. When Rixus B.V. is liable, their liability is limited to the amount that Rixus B.V.'s business liability insurance pays out per event related to such damages. If the maximum insured amount is higher than the amount of the order, then Rixus B.V. is only liable for the amount of the order related to the delivered products.
3. Damages such as business interruption, consequential damages, loss of revenue or profit, loss of products, or depreciation of products are excluded from compensation.
4. If a third party claims compensation from the Customer, these claims cannot be transferred to Rixus B.V.
5. The information on the Rixus B.V. website is compiled and updated with continuous care and attention. However, it is not always possible to avoid all errors. Therefore, no rights can be derived from the information on the website. Rixus B.V. accepts no liability for any damage arising from the use of the website or from the incompleteness and/or inaccuracy of the information provided and/or damage due to the (temporary) unavailability of the website.
6. Rixus B.V. is not responsible for photos, descriptions, or other instructional materials from third parties posted on the website.
7. Any liability of Rixus B.V. expires if the Client has not complained about the deficiency within one year after the delivery of the product and if the Client has not formally notified Rixus B.V. in writing of the alleged deficiency within one month of its discovery.

Article 17. Amendment of these General Terms and Conditions

1. Rixus B.V. can amend these General Terms and Conditions at any time and without prior notice.
2. Rixus B.V. can announce changes to these General Terms and Conditions by publishing them on the website or by other means. Therefore, it is recommended that Customers consult the website from time to time. Changes also apply to previously concluded agreements.

Article 18. Complaints and Disputes

1. In the event of dissatisfaction with our services, we would appreciate it if you could let us know first so that we can take appropriate steps to investigate your complaint. To ensure that the complaint can be properly investigated, it must be submitted to Rixus B.V. within two months after the Customer has discovered the alleged problem.
2. Any disputes must be submitted to the competent court in East Brabant. The possibility to submit a dispute to the court expires one year after the grounds of the complaint arose.

Article 19. Applicable Law

Dutch law applies to these General Terms and Conditions and to all agreements and actions arising from them.