Article 1: Applicability 1.1. The Metaalunie member applying these conditions is referred to as the contractor. The other party shall be referred to as Client. 1.2. These Terms & Conditions apply to all offers made by a Metaalunie member, to all agreements concluded by him and to all agreements resulting therefrom, all insofar as the Metaalunie member is the contractor. 1.3. In the event of a conflict between a provision of the agreement concluded and these conditions, the provision of the agreement shall prevail. 1.4. Only Metaalunie members may use these conditions.
Article 2: Offers 2.1. All offers made by the contractor are non-binding and revocable, including offers containing a deadline for acceptance. The contractor has the right to revoke its offer up to two working days after receipt of the acceptance. 2.2. The prices quoted by the contractor in the offer are expressed in euros, exclusive of VAT and other levies or taxes imposed by the government. Furthermore, the prices do not include travel, accommodation, packaging, storage and transport costs and costs for loading and unloading and cooperation with customs formalities. 2.3. Unless stated otherwise, the offer does not include: a. earthwork, pile driving, demolition, foundation work, bricklaying, carpentry, plastering, painting, wallpapering, repairs or any other construction work; b. the making of connections to gas, water, electricity, internet or other infrastructural facilities; c. measures to prevent or limit damage to, theft or loss of goods present at or near the work site; d. the removal of materials, soil, building materials or waste; e. vertical and horizontal transport.
Article 3: Confidentiality 3.1. All information (such as offers, designs, images, drawings and know-how) of whatever nature and in whatever form provided by or on behalf of the contractor to the customer is confidential. The Client shall use this information exclusively for the performance of the Agreement. The Client shall not disclose or reproduce the information. 3.2. If the client fails to comply with an obligation under paragraph 1, he shall owe an immediately payable penalty of €25,000 per violation. The contractor may claim this penalty in addition to damages under the law. 3.3. The Client must return the information referred to in paragraph 1 at first request within a period to be determined by the Contractor, such at the Contractor's discretion, or destroy it in a manner to be determined by the Contractor, without being permitted to retain a copy in any form whatsoever. If this provision is violated, the client will owe the contractor an immediately payable penalty of €1,000 per day. The Client may claim this penalty in addition to damages under the law.
Article 4: Provided advice and information 4.1. The client cannot derive any rights from advice and information offered by the contractor that is not related to the agreement. 4.2. If the customer 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 shall not be obliged to warn about or independently investigate inaccuracies in the order, defects and unsuitability of items originating from the Principal and errors or defects in plans, drawings, calculations, specifications or execution instructions provided by the Principal. 4.4. The Client shall indemnify the Contractor against any claims by third parties in connection with data or the use of data provided by or on behalf of the Client. This includes advice, instructions, drawings, calculations, designs, materials, brands, samples and models. The customer will compensate the contractor for all damage suffered. This includes the full costs of legal assistance.
Article 5: Delivery time 5.1. All delivery times, which in these terms and conditions means a delivery date, week, month, term or execution period, are indicative. If they are exceeded, the Principal must at all times give the Contractor notice of default. 5.2. The delivery period will not commence until the Principal and the Contractor have agreed on all commercial and technical details in good time, all information, including final and approved drawings and the like, is in the Contractor's possession, all the goods to be made available by the Principal have been received by the Contractor, the agreed (instalment) payment has been received in good time and the other conditions for the performance of the engagement have been fulfilled. If the delivery time no longer applies, the contractor may set a new delivery time with due observance of the contractor's schedule. 5.3. The delivery period shall lapse in the event of circumstances other than those known to the contractor when he fixed the delivery period, which circumstances shall be for the account and risk of the customer, including changes to the order, additional or less work or suspension by the contractor. If the delivery time no longer applies, the contractor may set a new delivery time with due observance of the contractor's schedule. 5.4. The Client is obliged to reimburse the Contractor for all costs, damages and losses 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 notice of default. 5.5. Exceeding the delivery time shall not entitle the Client to compensation or to full or partial termination. The Client shall indemnify the Supplier against third-party claims as a result of the delivery time being exceeded.
Article 6:
Article 7: Price change The contractor may pass on to the customer any increase in cost-determining factors that occurred after the conclusion of the agreement. The customer must pay the price increase at the contractor's first request.
Article 8: Force majeure 8.1. If the contractor cannot fulfil its obligations as a result of a circumstance that is not attributable to its actual actions, this cannot be attributed to the contractor and it is a case of force majeure. In that case, the contractor shall not be liable for any damage suffered by the customer as a result. Subject to the provisions of the fourth paragraph of this article, the client is also not entitled in that case to dissolve the agreement in whole or in part. 8.2. The circumstances referred to in the first paragraph of this article in any case include (civil) war or danger of war, terrorism, riots, outbreaks of infectious diseases and the resulting government measures or advisories, natural disasters, extreme weather conditions, import or trade restrictions, explosion, fire, water damage,sabotage, cybercrime, disruption of digital infrastructure, disruptions in the supply of energy, (partial) loss theft or loss of tools, materials or information, defects in machinery, road blockades, blockades of railways, waterways or airports, strikes or work stoppages, staff shortages and the circumstance that third parties engaged by the Contractor, such as suppliers, subcontractors and carriers, or other parties on which the Contractor depends, fail to fulfil their obligations or fail to fulfil them in time. 8.3. The contractor shall be entitled to suspend the fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations towards the customer due to force majeure. As soon as the force majeure situation has passed, the contractor shall fulfil its obligations as soon as its schedule permits. 8.4. If there is force majeure and performance is or becomes permanently impossible, or the temporary situation of force majeure has lasted longer than six months, the contractor shall be entitled to dissolve the agreement in whole or in part with immediate effect. In such cases, the client shall be entitled to dissolve the agreement with immediate effect, but only in respect of that part of the obligation which the contractor has not yet fulfilled. 8.5. The parties shall not be entitled to compensation for damage suffered or to be suffered as a result of force majeure, suspension or dissolution as referred to in this article.
Article 9: Additional work Additional work is calculated on the basis of the prices in force with the contractor at the time the additional work is carried out. The client must pay the price for the additional work at the contractor's first request.
Article 10: Performance of the work 10.1. The Client shall ensure that the Contractor can carry out its work safely, undisturbed, uninterrupted and at the agreed time. 10.2. The Client shall ensure, at its own expense and risk, that: a. all permits, exemptions and other decisions necessary to carry out the work are obtained in good time. The Principal shall be obliged to provide the Contractor with a copy of the aforementioned documents at the Contractor's first request; b. the Principal informs the Contractor in good time and in writing of all (safety) regulations applicable at the location; c. the Contractor is provided with the necessary tools during the performance of the work, the Contractor will have access to the necessary auxiliary persons, resources and facilities (such as gas, water, electricity, internet, suitable access roads for any transport required, hoisting and lifting cranes, sanitary facilities and a lockable dry storage area); d. all work necessary for the performance of the work and not included in the Agreement will have been carried out in good time. 10.2. The customer bears the risk and is liable for damage to and theft or loss of all goods located at or near the place of execution of the work or at another agreed place, such as the delivered goods, tools, materials intended for the work or equipment used in the execution of the work. This does not apply if the customer proves that the damage, theft or loss was caused by the contractor himself. 10.3. Without prejudice to the provisions of paragraph 2 of this article, the Client shall take out adequate insurance against the risks mentioned in that paragraph. In the event of damage, the Client shall be obliged to report this immediately to his insurer for further processing and settlement.
Article 11: Completion of the work 11.1. The work will be deemed to have been completed once: a. the customer has approved the work; b. the work has been put into use. If part of the work has been put into use, that part will be deemed to have been completed; c. the Supplier has notified the Client in writing that the work is finished and the Client has not informed the Supplier in writing within 14 days of the date of that notification that the work has not been approved; d. the Client does not approve the work on grounds of minor defects or missing parts that can be repaired or supplied within 30 days and that do not prevent the work from being put into use. 11.2. The contractor is not obliged to provide the client with a document within the meaning of Article 7:757a of the Civil Code concerning the construction work delivered and to be delivered (a 'handover or completion file'). 11.3. If the Principal does not approve the work, he shall be obliged to inform the Contractor of this in writing, giving reasons. The Client should give the Contractor the opportunity to complete the work at a later date.
Article 12: Liability 12.1. If the contractor should be liable, for whatever reason, such liability shall at all times be limited as provided in the following paragraphs. 12.2. If the contractor has insurance taken out by or on behalf of him that provides cover, the contractor's obligation to compensate damage shall be limited to the amount paid out under that insurance in the case in question. 12.3. If the contractor has not taken out any insurance as referred to in the previous paragraph or if, for whatever reason, no payment has been made under such insurance, the obligation to pay compensation is limited to a maximum of 15% of the order price (excluding VAT). If the agreement consists of parts or partial deliveries, this obligation shall be limited to a maximum of 15% (excluding VAT) of the order price of the part or partial delivery in connection with which the Contractor's liability has arisen. If it concerns continuing performance contracts, the obligation to pay damages shall be limited to a maximum of 15% (excluding VAT) of the contract price payable over the last twelve months preceding the event giving rise to the damage. 12.4. The following are not eligible for compensation: a. consequential loss. Consequential damage is understood to include, but is not limited to: trading loss, loss of production, loss of profit, missed savings and subsidies, tax disadvantages, costs incurred in vain, internal costs of the customer, reduced goodwill and reputation damage, fines, damage as a result of the customer's liability vis-à-vis third parties, damage in connection with damage, destruction or loss of data or documents, transport costs and travel and accommodation costs, storage costs, costs for replacement equipment and labour and costs in connection with recall campaigns; b. damage to objects caused by or during the performance of the work to objects on which work is being carried out or to objects located in the vicinity of the place where the work is being carried out (supervision damage); c. damage to or caused by or with tools made available to the contractor; d. damage as a result of intent or deliberate recklessness on the part of helpers or non-management employees of the contractor; e. damage to materials supplied by or on behalf of the customer, including as a result of improperly executed processing, assembly or installation. If possible, the customer may insure himself against these forms of damage. 12.5. 12.5. The Client shall indemnify the Contractor against all claims by third parties arising from a defect in a product supplied by the Client to a third party and of which the products or materials supplied by the Contractor form part. The customer shall be obliged to compensate all damage suffered by the contractor in this connection, including the full costs of legal defence. 12.6. Any claim for damages by the Client shall lapse by the mere expiry of twenty-four months after the claim arose, unless the Client has brought the claim before the competent court before the expiry of this period.
Article 13: Warranty and other claims 13.1. Unless otherwise agreed in writing, the contractor guarantees the proper performance of the agreed performance for a period of six months after delivery or completion, as detailed in the following paragraphs. 13.2. If the parties have agreed different warranty provisions, the provisions of this article shall remain in full force and effect, unless and to the extent that they conflict with those different warranty provisions. 13.3. The Client shall lend every assistance free of charge to the investigation by or on behalf of the Contractor of a complaint by the Client about the performance rendered, failing which all rights of the Client in connection with that complaint shall lapse. 13.4. If the contractor has properly rejected a complaint about the performance performed, the customer shall reimburse all costs reasonably incurred in connection with the investigation of the complaint. 13.5. If the agreed performance has not been properly performed, the Supplier shall choose between proper performance, full or partial replacement of the delivered item or crediting the Client for a reasonable portion of the order price. 13.6. If the contractor chooses to still perform the performance properly or to replace the delivered good in whole or in part, the customer shall in all cases give the contractor the opportunity to do so. The contractor shall determine the manner and time of performance. If the agreed performance (partly) consisted in the processing of material supplied by the Client, the Client must supply new material at his own expense and risk. 13.7. 13.7. Items to be repaired or replaced by the Supplier should be sent to the Supplier by the Client. Transport, shipment, disassembly and assembly shall be at the customer's expense and risk. Travel, accommodation and travelling time shall also be at the Client's expense. The Contractor shall be entitled to require security or advance payment for these costs. 13.8. The Contractor shall not be obliged to perform the guarantee until the Client has fulfilled all his obligations. 13.9. a. Not covered by the guarantee are defects that are the result of: - normal wear and tear; - injudicious use; - lack of maintenance, or maintenance carried out incorrectly; - installation, assembly, dismantling, modification or repair by the Client or by third parties; - defects to or unsuitability of items, materials or tools originating from or prescribed by the Client. b. No warranty is given for - items delivered that were not new at the time of delivery; - inspection, repair and overhaul of items; - items under manufacturer's warranty; - items for which a warranty has been granted to the principal by third parties. 13.10. The provisions of paragraphs 3 to 8 of this article shall apply mutatis mutandis to all customer claims based on breach of contract, non-conformity or any other basis whatsoever.
Article 14: Obligation to complain 14.1. The customer may in any case no longer invoke a defective performance if he has not submitted a written complaint to the contractor within fourteen days after he discovered or reasonably should have discovered the defect. 14.2 The client must have submitted complaints about the invoice to the contractor in writing and within the payment period, on pain of forfeiting all rights. If the payment period is longer than thirty days, the customer must have submitted his complaint in writing no later than thirty days after the invoice date.
Article 15:Not taking delivery of goods 15.1. The customer is obliged to actually take delivery of the goods that are the subject of the agreement at the agreed place at the end of the delivery period. 15.2. The customer shall be obliged to cooperate fully and free of charge in order to enable the contractor to deliver the goods. 15.3. Uncollected goods will be stored at the Client's expense and risk. 15.4. If the provisions of paragraphs 1 or 2 of this article are violated, the Client will, after the Supplier has given notice of default, owe the Supplier a penalty of €250 per day for each violation, subject to a maximum of €25,000. This penalty may be claimed in addition to damages under the law.
Article 16: Payment 16.1. Payment shall be made at the Contractor's business address or to an account designated by the Contractor. 16.2. Unless otherwise agreed, payment shall be made within 30 days of the invoice date. 16.3. If the customer fails to fulfil his payment obligation, he will be obliged to comply with a request by the contractor to provide a performance in kind instead of the agreed amount. 16.4 The Client's right to set off his claims on the Supplier or to suspend the fulfilment of his obligations is excluded, unless the Supplier has been granted a suspension of payments, is in a state of bankruptcy or the Supplier is subject to statutory debt rescheduling arrangements. 16.5. 16.5. Regardless of whether the contractor has fully performed the agreed performance, all that the customer owes or will owe to the contractor under the agreement will be immediately due and payable if: a. a payment term has been exceeded; b. the customer fails to fulfil his obligations under article 15; c. the customer has not provided security at the first request pursuant to article 17 of these terms and conditions; d. the customer has been declared bankrupt or is in default; e. client does not fulfil his obligations under the agreement. client has applied for bankruptcy or suspension of payment; e. goods or claims of client are seized; f. client (company) is dissolved or liquidated; g. client (natural person) applies for admission to the statutory debt rescheduling scheme, is placed under guardianship or dies. 16.6. In the event of late payment, the Client shall owe interest on the amount owed to the Contractor from the day following the day agreed as the latest payment date until the day of payment by the Client. If the parties have not agreed on the final day for payment, interest shall be due from 30 days after the amount has become due and payable. The interest rate shall be 12% per annum, but shall be equal to the statutory interest rate if higher. For the purpose of interest calculation, a part of the month is considered a full month. At the end of each year, the amount on which interest is calculated shall be increased by the interest due for that year. 16.7. The contractor shall be entitled to set off its debts to the customer against claims that affiliated companies of the contractor have against the customer. In addition, the contractor shall be entitled to set off its claims on the customer against claims that contractor affiliates have on the customer. Furthermore, the contractor is entitled to set off its claims on the customer against claims on companies affiliated to the customer. Affiliated companies are all companies belonging to the same group within the meaning of Section 2:24b of the Dutch Civil Code and a participating interest within the meaning of Section 2:24c of the Dutch Civil Code. 16.8. In the event of late payment, the Principal will owe the Contractor all extrajudicial costs with a minimum of €75. These costs will be calculated over the principal sum on the basis of the following table: - over the first €3,000 15% - over the remainder up to €6,000 10% - over the remainder up to €15,000 8% - over the remainder up to €60,000 5% - over the remainder from €60,000 3% The extrajudicial costs actually incurred shall be payable if they exceed the calculation given above. 16.9. If the Contractor is wholly or largely successful in legal proceedings, all costs incurred in connection with those proceedings shall be borne by the Client.
Article 17: Security 17.1. The Client shall be obliged to provide adequate security, at the Contractor's first request, at the Contractor's discretion, for all payments owed by the Client to the Contractor under the Agreement. If the client fails to comply with this provision within the specified period, he shall be immediately in default. The contractor shall in that case be entitled to dissolve the agreement and recover its loss from the customer. 17.2. The contractor shall remain the owner of delivered goods until the customer has fulfilled his obligations under any agreement with the contractor, including claims for damages, penalties, interest and costs. 17.3. If the customer has fulfilled his obligations after the contractor has delivered the goods to him in accordance with the agreement, the retention of title on these goods shall revive if the customer fails to fulfil his obligations under a subsequent agreement. 17.4. As long as the delivered goods are subject to retention of title, the customer may not encumber or alienate them outside the scope of his normal business operations. This provision has effect under property law. 17.5. After the contractor has invoked his reservation of title, he may recover the delivered goods. The customer shall cooperate fully in this respect. 17.6. If the provisions of paragraph 5 of this article are infringed, the Client will, after the Supplier has given notice of default, be liable to pay the Supplier a penalty of €250 per day for each infringement, subject to a maximum of €25,000. This penalty may be claimed in addition to damages under the law. 17.7. 17.7. The contractor has a pledge and a right of retention on all goods that it has or will receive from the customer on whatever account and for all claims that it has or may have against the customer.
Article 18: Intellectual property rights 18.1. The contractor shall be regarded as the creator, designer, deviser or inventor of the works, models, signs or inventions created under the agreement. The contractor shall have the exclusive right to apply for a patent, trademark or design. 18.2. The contractor shall not transfer any intellectual property rights to the employer in the performance of the agreement. 18.3. If the performance to be provided by the Contractor includes (partly) the provision of computer software, the source code will not be made available to the Client. The Client will acquire a non-exclusive, worldwide and perpetual licence to use the computer software solely for the purposes of normal use and proper functioning of the case. 18.4 The customer shall not be permitted to transfer the licence or grant a sublicence. This provision has property law effect. Only in the event of resale of the object in connection with which the contractor has supplied the computer software, the licence shall pass to the transferee of the object under the same conditions and restrictions as set out in this article, provided that the transferee of the object has accepted these conditions in writing. 18.5. The Contractor shall not be liable for damage suffered by the Client as a result of an infringement of intellectual property rights of third parties. 18.6. The Client shall indemnify the Contractor against all third party claims related to an infringement of intellectual property rights.
Article 19:Transfer of rights or obligations The customer may not transfer or pledge the rights or obligations under any article of these general conditions or underlying agreement(s), except with the prior written consent of the contractor. This provision has property law effect.
Article 20:Cancellation or cancellation of the agreement 20.1. The customer is not entitled to terminate or cancel all or part of the agreement. 20.2. The Contractor may agree to a request to dissolve the agreement. In that case, the client shall owe compensation of at least 20% of the agreed or budgeted price. The contractor shall be entitled to demand a higher fee or to attach further conditions to its consent.
Article 21: Applicable law and competent court 21.1. Dutch law shall apply. The Vienna Sales Convention (C.I.S.G.) or any other international regulation the exclusion of which is permitted shall not apply. 21.2. The Dutch civil court having jurisdiction in the place of business of the contractor is exclusively competent to take cognisance of disputes arising from or related to the agreement. 21.3 These Terms and Conditions form an integral translation of the Dutch version of the Metaalunie Terms and Conditions as filed with the Registry of the District Court of Rotterdam on 1 January 2025. In interpreting and interpreting this text, the Dutch text shall prevail.