Terms and Conditions

General terms and conditions issued by Koninklijke Metaalunie (entrepreneurs' organization for small and medium-sized companies in the metal sector) designated as METAALUNIE CONDITIONS,
filed at the registry of the Rotterdam District Court on January 1, 2019. Edition of Koninklijke Metaalunie, Postbus 2600, 3430 GA Nieuwegein.
© Royal Metal Union
Article 1: Applicability
1.1. These conditions apply to all offers
who does a Metaalunie member, on all agreements that he
and to all agreements resulting therefrom, a
and others insofar as the Metaalunie member is supplier or contractor.
1.2. The Metaalunie member who uses these conditions is referred to as the contractor. The other party is indicated
as a client.
1.3. In the event of any conflict between the content of the agreement concluded between the client and the contractor and these conditions, the provisions of the agreement will prevail.
1.4. These conditions may only be used by
Metal Union members.
Article 2: Offers
2.1. All offers are non-binding. Contractor has it
his right to revoke his offer until two working days after the
has reached him.
2.2. If the client provides information to the contractor,
the contractor may assume the correctness and completeness
of this and he will base his offer on this.
2.3. The prices stated in the offer are expressed in euros, excluding sales tax and other government levies or taxes. The prices are also exclusive
travel, accommodation, packaging, storage and transport costs as well as costs for loading, unloading and providing cooperation
customs formalities.
Article 3: Confidentiality
3.1. All information provided to the client by or on behalf of the contractor (such as offers, designs,
images, drawings and know-how) of what nature and
in whatever form, are confidential and will not continue
client are used for any other purpose than ter
implementation of the agreement.
3.2. The information referred to in paragraph 1 of this article will not be made public or multiplied by the client.
3.3. If the client violates one of the obligations referred to in paragraphs 1 and 2 of this article, it is per breach
an immediately due and payable fine of € 25,000.
In addition to compensation on the basis of the
required by law.
3.4. Client must provide the information referred to in paragraph 1 of this article on first request, within a period specified by contractor
set term, at the choice of the contractor
or destroy. In the event of a violation of this provision, the client shall owe the contractor an immediately due and payable penalty
due of € 1,000 per day. This fine can be added to
compensation under the law must be claimed.
Article 4: Advice and information provided
4.1. Client cannot derive any rights from advice and
information from the contractor that is not directly related to the assignment.
4.2. If the client provides information to the contractor,
the contractor may perform the contract
assume its accuracy and completeness.
4.3. The client indemnifies the contractor against any claim
from third parties with regard to the use of advice, drawings, calculations, designs, materials, brands, samples, models and the like provided by or on behalf of the client. Client will all be provided by contractor
damage to be suffered, including fully incurred costs
defense against these claims.
Article 5: Delivery time / execution period
5.1. A specified delivery time or execution period is indicative.
5.2. The delivery time or execution period only starts when
all commercial and technical details are in accordance
all information, including final and approved drawings and the like are in the possession of the contractor, the agreed (installment) payment has been received
and the other conditions for the implementation of the
assignment has been fulfilled.
5.3. If there is:
Circumstances other than those known to the contractor when he stated the delivery time or execution period will be
the delivery time or execution period extended by the time that
Contractor, taking into account his schedule, needs to complete the contract under these circumstances
to feed;
b. additional work, the delivery time or execution period is extended
with the time that the contractor takes into account
planning, needs to get the materials and parts
to deliver for this or have it delivered and to do the additional work;
c. suspension of obligations by the contractor
the delivery time or execution period extended by the time that
he needs to respect the
order after the reason for the suspension
has lapsed.
Subject to proof to the contrary by the client, the duration will be
of the extension of the delivery time or execution period suspected to be necessary and to be the result of a situation such as
referred to above under a to c.
5.4. Client is obliged to bear all costs incurred by contractor
makes or damage that the contractor suffers as a result of a
delay in the delivery time or execution period, as stated
in paragraph 3 of this article.
5.5. Indicates that the delivery time or execution period is exceeded
client is in no case entitled to compensation
or dissolution. The client indemnifies the contractor for this
any claims from third parties as a result of exceeding the delivery time or execution period.
Article 6: Delivery and transfer of risk
6.1. Delivery takes place at the moment that the contractor
makes the item available to the customer at its business location and has informed the customer of the item
available to him. Client contributes from
at that time, among other things, the risk of the case for storage,
loading, transport and unloading.
6.2. Client and contractor can agree
that the contractor takes care of the transport. The risk of
storage, loading, transport and unloading also rests in that
on the client. Client can oppose this
insure risks.
6.3. If there is a trade-in and client pending
delivery of the new item the item to be exchanged
the risk of the item to be exchanged remains with the client until the moment he has placed it in possession
of contractor. As client, the item to be exchanged
cannot deliver in the state it was in when the
agreement was concluded, the contractor may terminate the agreement.
Article 7: Price change
The Contractor may increase the cost-determining factors that occurred after the conclusion of the agreement.
charge on to the client. The client is obliged to follow the price increase at the first request of the contractor
meet.
Article 8: Force majeure
8.1. A shortcoming in the fulfillment of his obligations is possible
not be attributed to the contractor if this
shortcoming is the result of force majeure.
8.2. Force majeure includes the circumstance that third parties engaged by contractors such as
suppliers, subcontractors and transporters, or others
parties on which the client depends do not or not timely fulfill their obligations, weather conditions,
natural disasters, terrorism, cyber crime, disruption of
digital infrastructure, fire, power outage, loss, theft
or lost of tools, materials or information, road blocks, strikes or work interruptions and
import or trade restrictions.
8.3. Contractor has the right to suspend compliance with its obligations if it is temporary due to force majeure
prevented from fulfilling his obligations towards the client
come. If the force majeure situation has expired, the contractor will fulfill his obligations as soon as his schedule permits.
8.4. If there is force majeure and compliance is or becomes permanently impossible, or the temporary force majeure situation
contractor has lasted more than six months
authorized the agreement in full with immediate effect
or partially dissolve. In such cases the Client is authorized to terminate the agreement with immediate effect
dissolve, but only for that part of the obligations
that has not yet been complied with by the contractor.
8.5. Parties are not entitled to compensation as a result
of force majeure, suspension or dissolution within the meaning of this
article suffered or suffered damage.
Article 9: Scope of the work
9.1. Client must ensure that all permits,
exemptions and other decisions that are necessary
to perform the work have been obtained on time. The client is obliged at the first request of the contractor
copy of the aforementioned documents to him
to send.
9.2. Unless otherwise agreed in writing, the work includes
not:
a. soil, pile driving, chipping, breaking, foundation, masonry, carpentry,
plastering, painting, wallpapering, repair work or other
architectural work;
b. the realization of connections of gas, water, electricity, internet or other infrastructural facilities;
c. measures to prevent or limit damage to
or theft or loss of present at or at the workplace
Affairs;
d. removal of materials, building materials or waste;
e. vertical and horizontal transport;
Article 10: Additional work
10.1. Changes in the work result in any case in additional work
as:
a. there has been a change in the design, specifications or specifications;
b. the information provided by the client does not correspond to reality;
c. estimated quantities may differ by more than 5%.
10.2. Additional work is calculated on the basis of the price-determining
factors that apply when the extra work becomes
conducted. The client is obliged to pay the price of the additional work at the first request of the contractor.
Article 11: Execution of the work
11.1. The client ensures that the contractor carries out his work undisturbed and at the agreed time
can perform and that in the execution of his work he will have access to the necessary facilities, such as:
a. gas, water, electricity and internet;
b. heating;
c. lockable dry storage space;
d. prescribed on the basis of the Working Conditions Act and legislation
Services.
11.2. Client bears the risk and is liable for it
damage to and theft or loss of items from the contractor, client and third parties, such as tools,
materials intended for the work or used in the work
equipment located at or near the place where the
work is being carried out or at another agreed place.
11.3. Without prejudice to the provisions of paragraph 2 of this article, the client is obliged to take out adequate insurance against
the risks mentioned in that paragraph. In addition, the client must ensure insurance of the work risk
use equipment. Client serves contractor
first request a copy of the relevant insurance policy (s)
and send proof of payment of the premium. If there
In the event of damage, the client is obliged to immediately report this to his insurer for further treatment
and settlement.
Article 12: Completion of the work
12.1. The work is considered completed in the following
cases:
a. if the client has approved the work;
b. if the work has been put into use by the client.
The client starts using part of the work
then that part is considered completed;
c. if the contractor has written to the client
informed that the work has been completed and the client is not
within 14 days after the day of the notification in writing
has indicated that the work has not been approved;
d. if the client does not approve the work on the basis of
minor defects or missing parts that are inside
30 days can be repaired or delivered and that
do not stand in the way of the commissioning of the work.
12.2. If the client does not approve the work, he is obliged
to make this known in writing, stating the reasons
to the contractor. Client submits contractor
to provide the opportunity to complete the work.
12.3. The client indemnifies the contractor against claims
from third parties for damage to undelivered parts of the
work caused by the use of already delivered
sharing the work.
Article 13: Liability
13.1. In the event of an attributable shortcoming, the contractor is still required to comply with its contractual obligations, with due observance of article 14.
13.2. The contractor's obligation to reimburse
damage on any basis is limited to that
damage against which the contractor by virtue of a by or
insurance taken out for him is insured. The
However, the scope of this obligation is never greater than it
amount covered by this insurance in the case concerned
is paid out.
13.3. As a contractor for any reason no profession
to paragraph 2 of this article, the obligation to compensate for damage is limited to a maximum of 15% of the total
contract sum (excluding VAT). If the agreement consists of
parts or partial deliveries, this obligation is limited to
a maximum of 15% (excluding VAT) of the contract sum for that
part or that partial delivery. In the case of continuing performance contracts, the obligation to compensate for damage is limited
up to a maximum of 15% (excluding VAT) of the contract sum due over the last twelve months prior to
the event that caused the damage.
13.4. Not eligible for reimbursement:
a. consequential damage. Consequential damage includes
means stagnation damage, loss of production, lost
profits, fines, transport costs and travel and accommodation costs;
b. visible damage. Under supervision damage is among other things
means damage caused by or during the implementation of the
work is done on things being worked on
or to things that are in the vicinity of the
place where work is being done;
c. damage caused by intent or deliberate recklessness
of assistants or non-managerial subordinates
of contractor.
The client can, if possible, oppose these damages
to ensure.
13.5. The contractor is not obliged to compensate damage to material supplied by or on behalf of the client
as a result of improper processing.
13.6. The client indemnifies the contractor against all claims from third parties due to product liability as a result
of a defect in a product specified by the client
a third party has been delivered and of which the contractor
supplied products or materials.
Client is obliged all for contractor in this
damage suffered including the (full) costs
of the defense.
Article 14: Warranty and other claims
14.1. Unless otherwise agreed in writing, the contractor guarantees a period of six months after delivery
for the proper execution of the agreed performance,
as detailed in the following paragraphs.
14.2. If parties have agreed deviating warranty conditions, the provisions of this article will not be affected
apply, unless this is contrary to those deviating warranty conditions.
14.3. If the agreed performance is not properly performed, the contractor will make a choice within a reasonable period of time
whether he still performs this properly or the client
credits for a proportional part of the contract sum.
14.4. Chooses contractor for proper performance
of the performance, he himself determines the manner and time of
performance. The client must in all cases offer the contractor the opportunity to do so. If the agreed performance consisted (in part) of the processing of material supplied by the client, the client serves
to supply new material at their own expense and risk.
14.5. Parts or materials used by the contractor
repaired or replaced must be provided to him by the client
be sent.
14.6. For the account of the client:
all transport or shipping costs;
b. costs for dismantling and assembly;
c. travel and accommodation costs and travel hours.
14.7. The contractor is only obliged to implement the
guarantee if the client has all his obligations
met.
14.8. a. Warranty is excluded for defects that result
from:
& #8211; normal wear and tear;
& #8211; improper use;
& #8211; not or incorrectly performed maintenance;
& #8211; installation, assembly, modification or repair by the client or by third parties;
& #8211; defects in or unsuitability of goods originating from,
or prescribed by the client;
& #8211; defects in or unsuitability of the client
materials or tools used.
b. No guarantee is given on:
& #8211; delivered goods that were not new at the time of
delivery;
& #8211; inspecting and repairing goods of the client;
& #8211; parts for which a factory warranty has been granted.
14.9. The provisions of paragraphs 3 to 8 of this article apply mutatis mutandis to any claims from the client on the grounds of non-performance, non-conformity or
any other basis.
Article 15: Duty to complain
15.1. The client can no longer rely on a defect in the performance if he fails to do so within fourteen days
after he has discovered the defect or should reasonably have discovered it, has complained to the contractor in writing.
15.2. Client must complain about the invoice, on pain of
lapse of all rights, in writing within the payment period
have submitted to the contractor. As the payment term
is longer than thirty days, the client must have submitted a written complaint within thirty days after the invoice date.
Article 16: Goods not purchased
16.1. Client is obliged after the delivery time or execution period the item or items that are or are the subject of
actually complete the agreement at the agreed place
take.
16.2. Client must provide all cooperation free of charge
to enable the contractor to deliver.
16.3. Items that have not been purchased are for the account and risk of
client saved.
16.4. In the event of violation of the provisions of paragraph 1 or 2 of this article, the client will be in default after the contractor
has imposed a fine on the contractor for each violation
due of € 250 per day with a maximum of
€ 25,000. This fine can be used in addition to compensation
required by law.
Article 17: Payment
17.1. Payment is made at the contractor's place of business or at a location designated by the contractor
bill.
17.2. Unless otherwise agreed, payment will be made within
30 days after the invoice date.
17.3. If the client does not meet his payment obligation, he is
obliged to, instead of paying the agreed
sum of money, to comply with a request from the contractor to
payment arrangement.
17.4. The right of the client to settle his claims against the contractor or to fulfill his obligations
to suspend obligations is excluded unless there is
is a moratorium of payment or bankruptcy of the contractor or the legal debt restructuring on the contractor of
is applicable.
17.5. Regardless of whether the contractor has fully executed the agreed performance, everything is out for the client
is or will be due to him under the agreement
are immediately claimable if:
a. a payment term has been exceeded;
b. client does not meet his obligations from article 16;
c. the bankruptcy or suspension of payment of the client has been requested;
d. seizure of goods or claims of the client
laid;
e. client (company) is dissolved or liquidated;
f. client (natural person) makes the request to
are admitted to legal debt restructuring, under
is placed under guardianship or has died.
17.6. Client is in the event of a delay in the payment
of a sum of money interest on that sum of money to the contractor
due from the day following the day that
has been agreed as the last day of payment up to and including
the day on which the client has paid the sum of money. If
parties have not agreed a final payment date
the interest is due from 30 days after due and payable.
The interest is 12% per year, but is equal to the statutory interest if it is higher. In the interest calculation, a
part of the month as a full month. Every time
at the end of a year, the amount on which the interest is paid
is calculated plus the interest due for that year.
17.7. Contractor is authorized to set off its debts to client with claims from to contractor
affiliated companies by client. In addition,
the contractor is authorized to claim against the client
to be set off against debts owed to the client by companies affiliated with the contractor. Further is
contractor is authorized to pay his debts to client
settle with claims on client affiliated
companies. Affiliated companies means: all companies that belong to the same group
the meaning of Article 2: 24b of the Dutch Civil Code and a participation within the meaning of
article 2: 24c BW.
17.8. If payment has not been made on time, the client shall pay all extrajudicial costs to the contractor
due with a minimum of € 75.
These costs are calculated based on the following
table (principal sum incl. interest):
for 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%
The actually incurred extrajudicial costs are due if they are higher than follows from the above calculation.
17.9. As a contractor in legal proceedings wholly or
is largely in favor, all costs are incurred
he has made for the account of the client in connection with this procedure.
Article 18: Security
18.1. Regardless of the agreed payment conditions, the client is obliged at the first request of the contractor,
to provide, in his opinion, sufficient security for payment. If the client does not comply with this within the specified period, he will immediately be in default. Contractor
in that case has the right to terminate the agreement and
to recover its damage from the client.
18.2. The contractor remains the owner of the delivered goods for as long as
client:
a. has not complied with its obligations under any agreement with the contractor;
b. claims arising from non-compliance with
aforementioned agreements, such as damage, penalties,
interest and costs.
18.3. As long as there is a retention of title on delivered goods
client, may not encumber or dispose of these outside his normal business operations. This clause has
property law effect.
18.4. After the contractor has invoked his retention of title, he may reclaim the delivered goods. Client will fully cooperate in this regard.
18.5. As a client, after the goods have been delivered to him by the contractor in accordance with the agreement
has fulfilled its obligations, the retention of title with regard to these matters is revived if the client does not fulfill its obligations under a later concluded agreement.
18.6. Contractor has on all matters that he has from client
for whatever reason has or will receive and for
all claims that he has or may have on the client are pledged and a right of retention.
Article 19: Intellectual Property Rights
19.1. Contractor is designated as respectively maker,
designer or inventor of works, models or inventions created under the agreement.
The Contractor therefore has the exclusive right to apply for a patent, brand or model.
19.2. The contractor contributes to the implementation of the agreement
no intellectual property rights to the client.
19.3. If the performance to be delivered by the contractor is (also)
consists of the delivery of computer software
the source code is not transferred to the client. Client only obtains for the normal
use and proper functioning of the business a non-exclusive, worldwide and perpetual user license
the computer software. The client is not permitted to transfer the license or for a sublicense
to deliver. Upon sale of the item by the client
a third party, the license is automatically transferred to the transferee of the case.
19.4. The contractor is not liable for damage suffered by the client as a result of an infringement of intellectual property
property rights of third parties. The client indemnifies the contractor against any third-party claim with regard to this
to an infringement of intellectual property rights.
Article 20: Transfer of rights or obligations
Client may have rights or obligations under
not transfer or pledge any article from these general terms and conditions or the underlying agreement (s),
subject to the prior written consent of the contractor. This clause has property law effect.
Article 21: Cancellation or cancellation of the agreement
21.1. The client is not authorized to cancel or cancel the agreement, unless the contractor agrees.
With the consent of the contractor, the client owes the contractor an immediately claimable compensation
at the agreed price, minus the savings that result from the termination for the contractor.
The reimbursement amounts to a minimum of 20% of the agreed price.
21.2. When the price depends on the actual price
costs to be incurred by the contractor (management basis), the reimbursement as referred to in the first paragraph of this article is estimated at
the sum of the costs, working hours and profit that the contractor is expected to have over the entire assignment
made.
Article 22: Applicable law and competent court
22.1. Dutch law applies.
22.2. The Vienna Sales Convention (CISG) does not apply,
nor any other international arrangement of which
exclusion is allowed.
22.3. The Dutch civil court that has jurisdiction in the
Contractor's location takes cognizance of disputes. The contractor may take advantage of this jurisdiction rule
deviate and apply the legal rules of jurisdiction.