General terms and conditions of delivery issued by Koninklijke Metaalunie, filed with the Registry of the Court of Rotterdam.
1.1. The Metaalunie member who applies these terms and conditions is referred to as the contractor. The other party is referred to as the client.
1.2. These terms and conditions apply to all offers made by a Metaalunie member, to all agreements that it enters into and to all agreements arising from this, all of which in-sofar as the Metaalunie member is the contractor.
1.3. In the event of a conflict between a provision of the concluded agreement and these terms and conditions, the provision of the agreement shall prevail.
1.4. Only Metaalunie members may use these terms and conditions.
2.1. All offers made by the contractor are without obligation and revocable, including offers that include a term for acceptance. The contractor is entitled
to revoke its offer up to two working days after it has received the acceptance.
2.2. The prices stated by the contractor in the offer are expressed in euros, excluding VAT and other government levies or taxes. In addition, the prices do not include travel, accommodation, packaging, storage and transport costs or costs for loading, unloading and cooperating with customs formalities.
2.3. Unless otherwise specified, the offer does not include:
a. groundwork, pile driving, cutting, breaking, foundation work, masonry, carpentry, plastering, painting, wallpapering, repair work or any other construction work;
b. making connections to gas, water, electricity, internet or other infrastructural facilities;
c. measures to prevent or limit damage to, of theft or loss of, goods present at or near the workplace;
d. removal of materials, soil, building materials or waste;
e. vertical and horizontal transport.
3.1. All information provided by or on behalf of the contractor to the client (such as offers, designs, images, drawings and know-how) of whatever nature and in whatever form is confidential. The client will only use this information for the execution of the agreement.
The client will not disclose or reproduce the information.
3.2. If the client breaches an obligation under paragraph 1, it will owe an immediately payable penalty of € 25,000 per breach. The contractor may claim this penalty in ad-dition to damages under the law.
3.3. The client must return the information referred to in paragraph 1 upon first request, within a period set by the contractor, at the contractor’s discretion, or destroy it in a manner to be determined by the contractor, without being allowed to retain a copy in any form whatsoever. In the event of a breach of this provision, the client shall owe the contractor an immediately payable penalty of € 1,000 per day. The client can claim this penalty in addition to compensation under the law.
4.1. The client cannot derive any rights from advice and information provided by the con-tractor that is not related to the contract.
4.2. If the client provides information to the contractor, the contractor may assume the accuracy and completeness of this information when making
an offer and performing the agreement.
4.3. The contractor is not obliged to warn of, or to independently investigate, any inaccuracies in the order, defects and unsuitability of goods originating from the client and errors or defects in plans, drawings, calculations, specifications or implementation instructions provided by the client.
4.4. The client indemnifies the contractor against any third-party claim in connection with (the use of) information provided by or on behalf of the client. This includes advice, instructions, drawings, calculations, designs, materials, brands, samples and models.
The client shall compensate the contractor for all damage suffered. This includes the full cost of legal defence.
5.1. All delivery times, which includes in these conditions a delivery date, week, month, term or implementation period, are indicative. If these are exceeded, the client must issue the contractor at all times with a notice of default.
5.2. The delivery time shall apply only when the client and the contractor have reached timely agreement on all commercial and technical details, all information, including final and approved drawings and the like, is in the possession of the contractor, all items to be made available by the client have been received by the contractor, the agreed (instalment) payment has been received in time and the other conditions for the execution of the order have been fulfilled. If the delivery time no longer applies, the contractor may determine a new delivery time taking into account the contrac-tor’s schedule.
5.3. The delivery time no longer applies if there are circumstances other than those known to the contractor when it specified the delivery time and those circumstances are at the expense and risk of the client, including changes to the order, contract variations or suspension by the contractor.
If the delivery time no longer applies, the contractor may determine a new delivery time taking into account the contractor’s schedule.
5.4. The client must reimburse the contractor for all costs, damage and loss incurred or suffered by the contractor as a result of a change in the delivery time as referred to in paragraphs 2 and 3, without the need for a notice of default.
5.5. Exceeding the delivery time does not entitle the client to compensation or full or partial termination. The client indemnifies the contractor against claims from third parties as a result of exceeding the delivery time.
6.1. Delivery takes place when the contractor makes the item available at its premises and notifies the client. From that moment, the item is at the client’s risk.
6.2. If the contractor arranges or assists with transport at the client’s request, this is at the client’s expense and risk. The client may insure against these risks.
6.3. If transport after delivery is carried out by or on behalf of the client, the client must provide any required transport documents to the contractor free of charge upon first request.
6.4. If an item is exchanged and the client retains the original item until delivery of the new one, the risk remains with the client until it is handed over. If it cannot be returned in its original condition, the contractor may terminate the agreement in whole or in part.
The contractor may pass on increases in cost-determining factors occurring after the agreement. The client must pay upon first request.
8.1. If the contractor cannot fulfil obligations due to circumstances beyond its control, this constitutes force majeure. The contractor is not liable for resulting damage, and the client is not entitled to terminate the agreement, except as stated below.
8.2. Force majeure includes, but is not limited to: war, terrorism, riots, pandemics and government measures, natural disasters, extreme weather, trade restrictions, fire, cybercrime, infrastructure disruption, energy supply issues, loss of materials, machine defects, transport blockages, strikes, staff shortages and failures of third parties engaged by the contractor.
8.3. The contractor may suspend its obligations during force majeure. Once resolved, it will resume performance as soon as possible.
8.4. If force majeure becomes permanent or lasts more than six months, the contractor may terminate the agreement wholly or in part. The client may only terminate the unfulfilled portion.
8.5. Neither party is entitled to compensation due to force majeure, suspension or termination.
Additional work is charged based on prices applicable at the time of execution. Payment is due upon first request.
10.1. The client must ensure the contractor can perform work safely, uninterrupted and on time, including obtaining permits, providing facilities, informing of regulations and completing preparatory work.
10.2. The client bears the risk of damage, theft or loss of items at or near the work site, unless caused by the contractor.
10.3. The client must take out adequate insurance and report damage immediately.
11.1. Work is deemed delivered when approved, put into use, not rejected within 14 days, or only minor defects remain.
11.2. The contractor is not obliged to provide a transfer or delivery file.
11.3. If not approved, the client must notify the contractor in writing and allow a later delivery.
12.1. Liability is limited as stated below.
12.2. If insured, liability is limited to the insurance payout.
12.3. Otherwise, liability is capped at 15% of the order price (excluding VAT).
12.4. Consequential damages and various indirect losses are excluded.
12.5. The client indemnifies the contractor against third-party claims related to supplied products.
12.6. Claims expire after 24 months unless brought before court.
13.1. A six-month guarantee applies unless otherwise agreed.
13.2. Deviations apply only if explicitly agreed.
13.3. The client must cooperate in investigations or lose rights.
13.4. Unfounded complaints must be reimbursed.
13.5. The contractor may repair, replace or refund.
13.6. The contractor determines the method and timing.
13.7. Transport and related costs are borne by the client.
13.8. Guarantee applies only after obligations are fulfilled.
13.9. Guarantee excludes wear and tear, misuse, poor maintenance, third-party work and client-supplied defects.
13.10. These provisions apply to all related claims.
14.1. Complaints must be submitted within 14 days of discovering a defect.
14.2. Invoice complaints must be submitted within the payment term or within 30 days.
15.1. The client must take possession at the agreed time and place.
15.2. The client must cooperate fully.
15.3. Uncollected goods are stored at the client’s expense and risk.
15.4. A penalty of €250 per day applies, up to €25,000.
16.1. Payment is made at the contractor’s address or designated account.
16.2. Payment is due within 30 days unless agreed otherwise.
16.3. Payment in kind may be required if obligations are not met.
16.4. Set-off and suspension rights are excluded except in insolvency cases.
16.5. All amounts become immediately due in specified default situations.
16.6. Late payments incur 12% annual interest (or statutory rate if higher).
17.1. The client must provide security upon request.
17.2. Ownership remains with the contractor until full payment.
17.3. Retention of title may revive under new agreements.
17.4. Goods may not be pledged or transferred outside normal business.
17.5. The contractor may reclaim goods.
17.6. A penalty of €250 per day applies for breaches.
17.7. The contractor has pledge and retention rights.
18.1. The contractor retains all IP rights.
18.2. No IP rights are transferred to the client.
18.3. Software is licensed, not transferred.
18.4. Licences are non-transferable except on resale.
18.5. The contractor is not liable for third-party IP infringement.
18.6. The client indemnifies the contractor for IP claims.
The client may not transfer rights or obligations without written consent.
20.1. The client may not terminate the agreement.
20.2. If termination is accepted, at least 20% of the price is owed.
21.1. Dutch law applies. The Vienna Sales Convention does not apply.
21.2. The Dutch court at the contractor’s location has jurisdiction.
