Terms and Conditions
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1. GENERAL TERMS AND CONDITIONS
Article 1: Applicability
provided, the contractor may assume that this is correct and will base its offer on this. 2.3. The prices stated in the offer are based on delivery ex works, “ex works”, in accordance with Incoterms 2000. Prices are exclusive of sales tax and packaging. 2.4. If his offer is not accepted, the contractor has the right to charge all costs that he has had to incur in making his offer to the client.
Article 3: Intellectual property rights
3.2. The rights to the data referred to in paragraph 1 remain the property of the contractor, regardless of whether costs have been charged to the client for its production. This information may not be copied, used or shown to third parties without the prior express written permission of the contractor. The Client owes the Contractor a fine of € 25,000.00 for each violation of this provision. This fine can be claimed in addition to compensation on the basis of the law. 3.3. The Client must return the information provided to it as referred to in paragraph 1 on first request within the term set by the Contractor. In the event of violation of this provision, the client will owe the contractor a penalty of €1,000.00 per day. This fine can be claimed in addition to compensation on the basis of the law.
Article 4: Advice, designs and materials
4.3. The client indemnifies the contractor against any claim by third parties with regard to the use of drawings, calculations, designs, materials, samples, models and the like provided by or on behalf of the client. 4.4. The Client may examine or have examined the materials that the Contractor wishes to use before they are processed. If the contractor suffers damage as a result, this will be for the account of the client.
Article 5: Delivery time
5.2. When determining the delivery time and/or execution period, the contractor assumes that it can perform the assignment under the circumstances known to it at that time.
5.3. The delivery time and/or implementation period only commences when agreement has been reached on all commercial and technical details, all necessary data, final approved drawings, etc. are in the possession of the contractor, the agreed payment (instalment) has been received and the necessary conditions have been met. for the execution of the assignment has been met.
5.4. a. If there are circumstances other than those known to the contractor when it established the delivery time and/or performance period, the contractor may extend the delivery time and/or performance period by the time necessary to perform the assignment under these circumstances. If the activities cannot be fitted into the contractor’s schedule, they will be performed as soon as his schedule allows.
b. In the event of additional work, the delivery time and/or implementation period extended by the time needed to prepare the materials and parts for it (have) delivered and to perform the additional work. If the additional work is not in the contractor’s schedule can be fitted in, the work will be carried out as soon as the schedule permits.
c. In the event of suspension of obligations by the contractor the delivery time and/or implementation period will be extended by the duration of the suspension. If continuation of work is not in the schedule of the contractor can be fitted in, the work will be carried out as soon as schedule permits.
d. In the event of unworkable weather, the delivery time and/or implementation period will be extended by the resulting delay. 5.5. Exceeding the agreed delivery time and/or implementation period in no way entitles you to compensation, unless this has been agreed in writing.
Article 6: Delivery and transfer of risk
6.2. Irrespective of the provisions of the previous paragraph, the client and the contractor may agree that the contractor will take care of the transport. The risk of storage, loading, transport and unloading also rests with the client in that case. The Client can insure itself against these risks.
Article 7: Price/Price Change
Article 8: Impracticability of the assignment
8.2. Circumstances that could not have been foreseen by the contractor and which are beyond its control include the circumstance that suppliers and/or subcontractors of the contractor do not fulfill their obligations or do not fulfill them on time, the weather, earthquakes, fire, loss or theft of tools, loss of processing materials, roadblocks, strikes or work stoppages, and import or trade restrictions. 8.3. The Contractor is no longer authorized to suspend if the temporary impossibility of fulfillment has lasted more than six months. The agreement can only be dissolved after this period and only for that part of the obligations that has not yet been fulfilled. In that case, the parties are not entitled to compensation for the damage suffered or to be suffered as a result of the dissolution.
Article 9: Scope of the work
Article 10: Changes in work
10.2. Additional work is calculated on the basis of the value of the price-determining factors that applies at the time the additional work is performed. Less work is settled on the basis of the value of the price-determining factors that applied at the time of the conclusion of the agreement. 10.3. If the balance of the less work exceeds that of the additional work, the contractor may charge 10% of the difference of the balances to the client in the final settlement. This provision does not apply to less work that is the result of a request from the contractor.
Article 11: Performance of the work
– lockable dry storage space;
– on the basis of the Working Conditions Act and
– compressed air.
In addition to the above, the client ensures that the workplace is easily accessible with the equipment to be used by the contractor. 11.2. If the client fails to fulfill its obligations as described in the previous paragraph and this results in a delay in the performance of the work, the work will be performed as soon as the client still fulfills all its obligations and the contractor’s schedule allows this. The Client is liable for all damage resulting from the delay for the Contractor. 11.3. The client is liable for all damage, including as a result of theft, burning or damage, to goods belonging to the contractor, the client and/or third parties, such as tools and materials intended for the work, which are located at the place where the work is carried out. performed or at another agreed place.
Article 12: Delivery of the work
a. the client has approved the work; b. the work has been put into use by the client. Takes client part of the work is in use, then that part is as delivered considered; c. the contractor has informed the client in writing that it work has been completed and the client has not been notified within 14 days of the notification has stated in writing whether or not the work has been approved; d. the client does not approve the work on the basis of minor defects or missing parts that can be repaired within 30 days or delivered and that do not stand in the way of commissioning the work. 12.2. If the client does not approve the work, he is obliged to inform the contractor of this in writing, stating the reasons. 12.3. If the client does not approve the work, he will give the contractor the opportunity to deliver the work again. The provisions of this article shall again apply thereto. 12.4. The client indemnifies the contractor against claims from third parties for damage to parts of the work that have not been completed, caused by the use of parts of the work that have already been completed.
Article 13: Liability
13.2. If at the time of entering into the agreement it is not possible for the contractor to take out insurance as referred to in paragraph 1 or to extend it under reasonable conditions, or not under reasonable conditions, the compensation for the damage will be limited to the amount paid by the contractor. has been charged to the contractor for the present agreement (excluding VAT).
13.3. Not eligible for reimbursement:
a. business loss including, for example, stagnation damage and loss of profit. If desired, the Client must insure itself against this damage;
b. visual damage. Visual damage is understood to mean, among other things, damage which is caused to objects by or during the execution of the work on which work is being done or on matters that are located in the vicinity of the place where work is done. If desired, the client must oppose to insure this damage; c. damage caused by intent or willful recklessness of auxiliary persons or non-executive subordinates of the contractor. 13.4. The contractor is not liable for damage to material supplied by or on behalf of the client as a result of improper processing. At the request of the client, the contractor will carry out the processing again, with new material supplied by the client at his expense. 13.5. The client indemnifies the contractor against all third-party claims due to product liability as a result of a defect in a product that was delivered by the client to a third party and that (partly) consisted of products and/or materials supplied by the contractor.
Article 14: Warranty
– redo the operation. In that case, the client must invoice for new material;
– rectifies the defect. In that case, the client must deliver the material carriage paid return the contractor;
– the client credits a proportionate part of the invoice.
14.4. If the agreed performance consists of the delivery of a good, the contractor guarantees the soundness of the delivered good during the period referred to in paragraph 1.
If it appears that the delivery has not been sound, the goods must be returned to the contractor carriage paid. The contractor will then choose whether to:
– restore the case;
– replace the case;
– the client credits a proportionate part of the invoice.
14.5. If the agreed performance (also) consists of the installation and/or assembly of a delivered item, the contractor guarantees the soundness of the installation and/or assembly for the period referred to in paragraph 1. If it appears that the installation and/or assembly has not been carried out properly, the contractor will repair this. Any travel and accommodation costs incurred will be borne by the client. 14.6. A factory warranty applies to those parts for which the client and the contractor have expressly agreed in writing. If the client has had the opportunity to take cognizance of the contents of the manufacturer’s warranty, this will replace the warranty under this article. 14.7. The Client must in all cases offer the Contractor the opportunity to repair any defects and/or to carry out the processing again. 14.8. The client can only invoke the warranty after he has fulfilled all his obligations towards the contractor. 14.9. a. No warranty is given if defects are the result of: – normal wear and tear;
– improper use;
– not or incorrectly performed maintenance;
– installation, assembly, modification or repair by the client or by third parties.
b. No warranty is given on goods delivered that were not new on the time of delivery or on goods that the client
prescribed or supplied by or on behalf of him. c. No warranty is given on the inspection and/or repair of goods from client. 14.10. The total warranty costs can never exceed the agreed price.
Article 15: Complaints
Article 16: Items not purchased
Article 17: Payment
17.2. Unless otherwise agreed, payment will be made as follows:
a. cash at counter sales;
b. with installment payment:
– 40% of the total price for the order;
– 50% of the total price after delivery of the material or if delivery
of material is not included in the assignment after the start of the work; – 10% of the total price on delivery;
c. in all other cases within thirty days of the invoice date. 17.3. Irrespective of the agreed payment conditions, the client is obliged to provide sufficient security for payment at the request of the contractor. If the client does not comply with this within the set term, he will immediately be in default. In that case, the contractor has the right to dissolve the agreement and to recover his damage from the client. 17.4. The client’s right to set off its claims against the contractor is excluded, unless the contractor is declared bankrupt or judicial debt restructuring applies to the contractor. 17.5. The full claim for payment is immediately due and payable if: a. a payment term has been exceeded; b. the client has gone bankrupt or has applied for a moratorium; c. attachment is levied on goods or claims of the client; d. the client (company) is dissolved or liquidated; e. client (natural person) requests to be admitted until judicial debt restructuring, is placed under guardianship or dies. 17.6. If payment has not been made within the agreed payment term, the client will immediately owe interest to the contractor. The interest is 12% per year, but is equal to the statutory interest if it is higher. In the interest calculation, part of the month is regarded as a full month. 17.7. If payment has not been made within the agreed period In the payment term, the client owes the contractor all extrajudicial costs with a minimum of €75.
The costs are calculated based on the following table: on the first € 3,000,= 15%
on the excess up to € 6,000 10%
on the excess up to € 15,000 8%
on the excess up to € 60,000,= 5%
on the excess from € 60,000,= 3%
If the actually incurred extrajudicial costs are higher than follows from the above calculation, the actually incurred costs are due. 17.8. If the contractor is successful in legal proceedings, all costs incurred in connection with these proceedings will be borne by the client.
Article 18: Retention of title and right of pledge
a. fails or will fail in the fulfillment of its obligations from this agreement or other similar agreements; b. does not pay or will not pay for work performed or yet to be performed under such agreements;
c. claims arising from failure to comply with the above agreements, such as damage, fine, interest and costs. 18.2. As long as the delivered goods are subject to retention of title, the client may not encumber them outside of its normal business operations. 18.3. After the contractor has invoked his retention of title, he may take back the delivered goods. The client allows the contractor to enter the place where these items are located.
18.4. If the contractor cannot invoke its retention of title because the delivered items have been mixed, deformed or checked, the client is obliged to pledge the newly formed items to the contractor.
Article 19: Termination
Article 20: Applicable law and competent court
20.2. The Vienna Sales Convention (CISG) does not apply, nor does any other international regulation from which exclusion is allowed.
20.3. Only the Dutch civil court that has jurisdiction in the contractor’s place of business takes cognizance of disputes, unless this is contrary to mandatory law. The Contractor may deviate from this jurisdiction rule and apply the statutory rules of jurisdiction.
20.4. The parties can agree on another form of dispute settlement, such as arbitration or mediation.