General Terms and Conditions

General Terms and Conditions of Retrix

Retrix is a trade name of More Than Sales V.O.F. These general terms and conditions apply to all quotes, assignments, agreements, deliveries, webshop orders, services, and other activities of Retrix.

2. Definities

In these general terms and conditions, the following is understood:

• Retrix:More Than Sales V.O.F., operating under the name Retrix.
• Customer:any natural person or legal entity that enters into an agreement with Retrix or makes a request.
• Consumer:a customer who does not act in the exercise of a profession or business.
• Business customer:a customer who acts in the exercise of a profession or business.
• Agreement:any arrangement between Retrix and the customer, including quotes, assignments, webshop orders, and custom projects.
• Services:all work performed by Retrix, including 3D scanning, reverse engineering, CAD modeling, design, prototyping, production, printing, personalization, and consulting.
• Products:all physical parts, prototypes, models, products, and other items supplied by Retrix.
• Digital files:including CAD files, 3D scans, STL, STEP, OBJ, IGES, RCP files, technical drawings, and production files.
• Customization:products, designs, parts, or files that are made specifically for the customer or based on customer data.
• Community project:a project in which interest is gathered for the development or production of a part for multiple interested parties.

3. Toepasselijkheid

These general terms and conditions apply to all quotes, agreements, deliveries, webshop orders, services, and work performed by Retrix.

Deviations from these terms are only valid if agreed upon in writing.

Algemene voorwaarden van de klant worden uitdrukkelijk van de hand gewezen, tenzij Retrix deze schriftelijk accepteert.

If a provision of these terms proves to be invalid or voidable, the remaining provisions shall remain in full force. The parties will then agree on a replacement provision that closely aligns with the purpose of the original provision.

4. Offertes en prijzen

5.1 Alle offertes van Retrix zijn vrijblijvend, tenzij schriftelijk anders vermeld.

Quotes are valid for 30 days, unless a different period is stated in the quote.

All prices are exclusive of VAT, shipping costs, installation costs, travel costs, and other additional costs, unless otherwise stated.

Work will be carried out on a post-calculation basis, unless a fixed price has been agreed upon in writing beforehand.

No rights can be derived from obvious errors, typographical errors, calculation errors, or mistakes in quotes, prices, descriptions, or communications. Retrix may correct such errors.

In the case of custom work, technical development, or production on request, the final price may differ if it becomes apparent during the process that additional work, adjustments, testing, or production steps are necessary. Retrix will discuss this with the customer in advance where possible.

5. Totstandkoming van de overeenkomst

An agreement is established after the customer has accepted a quote, assignment, webshop order, or other proposal from Retrix.

Retrix is not obliged to accept a request or assignment and may refuse assignments without giving a reason.

For custom work or development, Retrix may request additional information, photos, dimensions, files, or a physical sample part before an assignment is accepted.

5. Execution of the agreement

Retrix performs work to the best of its insight, knowledge, and ability.

In design, 3D scanning, reverse engineering, prototyping, technical development, and customization, there is an obligation to make efforts and no obligation to achieve results, unless otherwise agreed in writing.

The client is required to provide all information necessary for proper execution in a timely, complete, and accurate manner.

Retrix is not liable for errors, delays, additional costs, or defects arising from incorrect, incomplete, or late provided information, parts, files, photos, dimensions, or specifications from the client.

Retrix may adjust the execution of the agreement when this is technically, practically, or production-wise necessary, provided that the functionality and purpose of the assignment are preserved as much as possible.

6. 3D scanning, CAD, and reverse engineering

In 3D scanning and reverse engineering, the result depends on, among other things, the condition, shape, accessibility, reflection, color, distortion, wear, and complexity of the supplied part.

Small deviations, measurement inaccuracies, or interpretations may occur. This is particularly true for worn, damaged, distorted, or difficult-to-measure parts.

The client understands that a 3D scan usually forms a technical basis and does not automatically produce a fully manufacturable CAD model.

If a part needs to fit functionally or is used under load, a testing phase, prototype, or post-processing may be necessary. These activities are only included when agreed upon in writing.

The client declares that providing, having scanned, having reconstructed, or having replicated parts, drawings, photos, and files is lawful.

Retrix is not obligated to investigate whether parts, models, logos, designs, or files infringe on patents, copyrights, trademark rights, design rights, or other third-party rights.

The customer indemnifies Retrix against claims from third parties arising from parts, files, designs, logos, models, or instructions provided by the customer.

7. Production, prototypes, and custom work

Prototypes are intended to test fit, function, design, or production method. A prototype is not automatically suitable as a final product.

Custom products may contain minor deviations in color, structure, dimensions, surface, layer build-up, print orientation, finishing, or material behavior. Such deviations do not automatically constitute a defect when they fall within the nature of the chosen production method.

Retrix determines, in consultation with the customer where necessary, which production method is suitable. This may include 3D printing, outsourcing, post-processing, printing, casting, or another appropriate technique.

The customer is responsible for checking whether the delivered part is suitable for the intended application, load, assembly position, environment, and usage conditions.

Parts may not be used in critical safety functions, load-bearing structures, braking systems, steering mechanisms, medical applications, or other high-risk applications unless Retrix has confirmed this in writing beforehand.

8. Assembly, application, and use

Unless otherwise agreed in writing, Retrix is not responsible for the assembly, installation, adjustment, inspection, approval, periodic vehicle inspection, type approval, road use, racing use, or technical certification of delivered parts.

The customer is responsible for correct assembly, inspection after assembly, and safe use.

Retrix is not liable for damage caused by incorrect assembly, improper use, insufficient inspection, use outside specifications, changes made by the customer, or application in an unsuitable environment.

9. Webshop Products

For standard webshop products, the description as stated on the product page applies.

Images, colors, and examples on the website are indicative. Small differences in color, finish, texture, or execution may occur.

When a webshop product is produced to order, personalized, or customized based on customer choice, it may be considered custom work.

18. Community projecten

13.1 Community projecten zijn bedoeld om interesse te verzamelen voor onderdelen die mogelijk opnieuw ontwikkeld of geproduceerd kunnen worden.

A registration, reservation, or expression of interest does not automatically mean that the part will actually be produced.

Retrix may modify, pause, or terminate a community project when there is insufficient interest, the development proves technically unfeasible, costs become too high, parts cannot be reliably produced, or other circumstances necessitate this.

Prices, delivery times, material choices, and executions for community projects are indicative until Retrix confirms them definitively.

When a customer makes a deposit for a community project, the conditions under which this deposit is refundable will be indicated in advance. Without a separate agreement, already incurred development, scanning, design, and production costs may be offset.

With sufficient interest, Retrix may decide to further develop the part and make it more widely available, unless exclusivity or usage limitations have been agreed upon in writing beforehand.

14. Inschakeling van derden

Retrix may engage third parties for the execution of work, including engineers, production partners, suppliers, subcontractors, and transport parties.

Retrix blijft het aanspreekpunt voor de klant, tenzij anders afgesproken.

Retrix is not liable for shortcomings of third parties, except in cases of intent or gross negligence on the part of Retrix itself.

12. Delivery and deadlines

Delivery times and planning are indicative, unless a strict deadline has been expressly agreed upon in writing.

Exceeding a deadline does not entitle the customer to compensation, cancellation, or suspension, unless otherwise mandated by law.

Delays caused by suppliers, production partners, material shortages, technical problems, transport, or additional customer requests are not the responsibility of Retrix.

Delivery will take place as agreed. The risk transfers to the customer as soon as the product is delivered or handed over to the carrier, to the extent permitted by law.

11. Betaling

The payment term is 14 days after the invoice date, unless otherwise agreed in writing.

Retrix may require advance payment, partial payment, or payment upon order.

17.3 Bij te late betaling is de klant wettelijke rente en redelijke incassokosten verschuldigd.

Retrix may suspend work, postpone delivery, or withhold files as long as payment is outstanding.

Objections to an invoice do not suspend the payment obligation, unless Retrix agrees in writing to the suspension.

13. Annulering, opschorting en beëindiging

Retrix may suspend or terminate an assignment when:

• the customer fails to meet obligations;
• incorrect or incomplete information has been provided;
• execution proves to be technically, practically, or economically unfeasible;
• payment is not made;
• there are circumstances under which performance cannot reasonably be requested from Retrix.

In case of cancellation by the customer, already performed work, ordered materials, incurred costs, and reserved capacity will be charged.

For custom work, digital files, specially developed components, and production on demand, cancellation after the start of the work cannot take place free of charge.

15. Ownership of files, models, and designs

Files, drawings, photos, and models provided by the customer remain the property of the customer or the rights holder.

Designs, CAD models, scan processes, production files, work methods, technical solutions, and documentation created by Retrix remain the property of Retrix, unless otherwise agreed in writing.

The customer only receives the usage rights that have been agreed upon in writing or that are necessary for the normal use of the delivered product.

Retrix is not obliged to provide source files, CAD files, production files, or editable files, unless this has been agreed in writing.

In case of non-payment, Retrix reserves the right not to release results, designs, files, and products. This does not mean that Retrix may automatically use confidential customer information or third-party rights commercially.

General knowledge, experience, measurement methods, CAD methods, production methods, and technical insights developed by Retrix during an assignment may be reused by Retrix, provided that this does not violate confidential customer information or third-party rights.

16. Commercial use and reproduction

Retrix does not sell customer-specific parts developed based on confidential customer information to third parties without the customer's consent, unless otherwise agreed in writing.

When a part is developed as a community project, general product, proprietary Retrix project, or based on non-confidential information, Retrix may offer the part more broadly, unless exclusivity has been agreed upon in writing.

The customer remains responsible for the legality of supplied parts, designs, logos, brand names, files, and instructions.

21. Vertrouwelijkheid

Retrix handles the customer's confidential information carefully and does not share it with third parties without necessity.

Sharing technical information with production partners, engineers, or suppliers is permitted as far as necessary for the execution of the assignment.

The obligation of confidentiality remains in effect even after the termination of the agreement.

14. Klachten en garantie

The customer must report complaints as soon as possible, no later than 7 days after discovering the defect.

Retrix must be given the opportunity to assess a complaint and, if necessary, provide an appropriate solution.

Warranty applies only with normal use, correct assembly, proper application, and use within the agreed specifications.

Warranty is void in cases of misuse, assembly errors, changes made by the customer, damage by third parties, wear and tear, overloading, heat, UV, chemicals, or use outside the intended application.

For consumers, the legal rights regarding conformity and defective products remain fully applicable.

20. Herroepingsrecht voor consumenten

Consumers have a statutory right of withdrawal for online purchases, unless a legal exception applies.

The right of withdrawal is excluded for products made according to customer specifications, personalized products, custom parts, specially developed components, digital designs, CAD files, scan files, and other digital files for which delivery has begun with the consumer's consent.

19.4 Voor zakelijke klanten geldt geen herroepingsrecht.

When a product is specially produced or customized for the customer, Retrix will clearly indicate this in advance where possible.

15. Aansprakelijkheid

Retrix is only liable for direct damage that is the direct result of a attributable shortcoming of Retrix.

Retrix's liability is limited to the invoice amount of the relevant order, or the amount paid out by the liability insurance, to the extent permitted by law.

Retrix is not liable for indirect damage, consequential damage, business damage, loss of profit, loss of turnover, missed savings, reputational damage, data loss, production downtime, assembly costs, disassembly costs, or damage resulting from the use of delivered parts.

Retrix is not liable for damage arising from the application of parts in safety-critical, structural, medical, vehicle technical, or legally regulated applications, unless this has been agreed in writing as part of the order.

The liability limitations do not apply to the extent that damage is the result of intent or willful recklessness of Retrix and only apply to the extent permitted by mandatory law.

21. Indemnification

The customer indemnifies Retrix against claims from third parties related to:

• parts, files, designs, logos, brand names, or instructions provided by the customer;
• infringement of third-party intellectual property rights;
• incorrect or unsafe use of delivered products;
• assembly, application, or resale by the customer;
• use of products outside the agreed specifications.

22. Force Majeure

29.1 Retrix is niet aansprakelijk voor vertraging of tekortkoming door overmacht.

Force majeure includes, among other things, illness, technical failures, material shortages, delays from suppliers, transport problems, power outages, software failures, fire, theft, government measures, extreme weather conditions, and other circumstances beyond the control of Retrix.

In the event of force majeure, Retrix may suspend performance or terminate the agreement in whole or in part without being liable for damages.

30. Privacy en gegevens

30.1 Retrix verwerkt persoonsgegevens volgens het privacybeleid dat op de website staat.

Technical files, project data, photos, and measurement data will be treated confidentially and used only for the execution of the assignment, support, reproduction, or internal improvement, unless otherwise agreed.

24. Applicable Law and Disputes

Dutch law applies to all agreements with Retrix.

Disputes will be submitted to the competent Dutch court, unless mandatory law provides otherwise.

25. Amendments

Retrix may amend these general terms and conditions. The most current version is available on the website.

For ongoing agreements, the version that was applicable at the time of the conclusion of the agreement applies, unless the parties agree otherwise.