Terms and Conditions

Article 1: Scope of Application

1. 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, insofar as the Metaalunie member is the supplier or the contractor.
2. Metaalunie members who apply these Terms and Conditions are referred to as the Contractor. The other party is referred to as the Client.
3. In the event of conflicts between the agreement entered into by the Client and the Contractor and these Terms and Conditions, the provisions of the agreement will prevail.
4. These Terms and Conditions may only be applied by Metaalunie members.

Article 2: Offers

1. All offers are without obligation. The Contractor is entitled to revoke its offer up to two working days after it has received the acceptance.
2. If the Client provides the Contractor with information, the Contractor may assume that it is accurate and complete and will base its offer on this information.
3. The prices stated in the offer are denominated in euros, excluding VAT and other government levies or taxes. The prices do not include travel, accommodation, packaging, storage, and transport costs, nor costs for loading, unloading, and cooperating with customs formalities.

Article 3: Confidentiality

1. All information provided to the Client by or on behalf of the Contractor, such as offers, designs, images, drawings, and know-how, of whatever nature and in whatever form, is confidential, and the Client will not use it for any purpose other than for the implementation of the agreement.
2. The Client will not disclose or reproduce the information referred to in paragraph 1 of this article.
3. If the Client infringes on one of the obligations referred to in paragraphs 1 and 2 of this article, it will owe an immediately payable penalty of ?25,000 for each infringement. This penalty can be claimed in addition to compensation by virtue of the law.
4. The Client must return or destroy the information referred to in paragraph 1 of this article immediately on request, within a period set at the discretion of the Contractor. If this provision is infringed, the Client will owe the Contractor an immediately payable penalty of ?1,000 per day. This penalty can be claimed in addition to compensation by virtue of the law.

Article 4: Advice and Information Provided

1. The Client cannot derive any rights from advice and information provided by the Contractor that is not directly related to the contract.
2. If the Client provides the Contractor with information, the Contractor may assume that it is accurate and complete when implementing the agreement.
3. The Client indemnifies the Contractor against any third-party claims related to the use of advice, drawings, calculations, designs, materials, brands, samples, models, and the like provided by or on behalf of the Client. The Client will compensate the Contractor for all damage suffered, including costs incurred for defense against these claims.

Article 5: Delivery Time/Implementation Period

1. Delivery times or implementation periods specified are indicative.
2. The delivery time or implementation period only commences once an agreement has been reached on all commercial and technical details, all information (including final and approved drawings) is in the possession of the Contractor, agreed payment has been received, and other contract conditions have been met.
3. If:
   • There are circumstances other than those known to the Contractor at the time the delivery period or implementation period was set, the period may be extended by the time required to address these circumstances;
   • There are contract extras, the period may be extended by the time required to perform the additional work;
   • The Contractor suspends its obligations, the period may be extended accordingly after suspension ends.
4. The Client is obliged to pay all costs incurred or damages suffered due to delays as outlined in paragraph 3.
5. Exceeding the agreed delivery or implementation period does not entitle the Client to compensation or termination of the agreement. The Client indemnifies the Contractor against third-party claims due to delays.

Article 6: Delivery and Risk Transfer

1. Delivery takes place when the Contractor makes the goods available to the Client at its business location and informs the Client. From this point, the Client bears all risks.
2. If agreed that the Contractor will handle transport, the Client still bears transport-related risks and may insure against them.
3. If the Client retains goods to be exchanged pending delivery of a replacement, the Client bears the risk until the exchange is completed.

Article 7: Price Changes

The Contractor may pass on to the Client an increase in cost-determining factors that occurs after entering into the agreement. The Client is obliged to pay the price increase immediately upon the Contractor's request.

Article 8: Force Majeure

1. If the Contractor fails to fulfil its obligations, this cannot be attributed to the Contractor if the failure is due to force majeure.
2. Force majeure includes, but is not limited to:
   • Non-compliance by third parties engaged by the Contractor, such as suppliers, subcontractors, and transporters;
   • Natural disasters, terrorism, cybercrime, disruption of digital infrastructure, fire, theft, roadblocks, strikes, and work interruptions;
   • Import or trade restrictions.
3. The Contractor may suspend its obligations during temporary force majeure. Obligations will resume as soon as circumstances permit.
4. If the force majeure is permanent or lasts more than six months, either party may terminate the agreement for the unfulfilled part.
5. No compensation is owed by either party for damages resulting from force majeure.

Article 9: Scope of the Work

1. The Client must ensure that all licenses and permissions required for the work are obtained in time and sent to the Contractor upon request.
2. Unless otherwise agreed in writing, the work does not include:
   • Groundwork, pile driving, cutting, foundation work, masonry, and other construction activities;
   • Connecting to gas, water, electricity, or other infrastructural facilities;
   • Preventing or limiting damage or theft of goods at or near the workplace;
   • Removing equipment, materials, or waste;
   • Vertical and horizontal transport.

Article 10: Contract Extras

1. Changes in the work will lead to contract extras if:
   • There are changes in the design, specifications, or contract documents;
   • The information provided by the Client does not match reality;
   • Estimated quantities deviate by more than 5%.
2. Contract extras are calculated based on the price-determining factors at the time the work is performed. The Client must pay the additional costs immediately upon the Contractor's request.

Article 11: Implementation of the Work

1. The Client must ensure that the Contractor can carry out its work undisturbed and provide necessary facilities, such as:
   • Gas, water, electricity, and internet;
   • Heating;
   • Lockable dry storage space;
   • Facilities required under the Dutch Working Conditions Act (Arbowet).
2. The Client bears the risk and is liable for damage, theft, or loss of goods belonging to the Contractor or third parties located at or near the workplace.
3. The Client must take out adequate insurance to cover these risks and provide proof of insurance upon request.

Article 12: Delivery of the Work

1. The work is considered delivered in the following cases:
   • The Client has approved the work;
   • The Client puts the work into operation (partial operation counts as partial delivery);
   • The Contractor notifies the Client in writing that the work is complete, and the Client does not object within 14 days;
   • Minor defects do not prevent commissioning and can be repaired within 30 days.
2. If the Client does not approve the work, it must notify the Contractor in writing with reasons and allow for corrections.
3. The Client indemnifies the Contractor against third-party claims concerning damage to undelivered parts of the work.

Article 13: Liability

1. In case of an attributable failure, the Contractor must still fulfill its contractual obligations as per Article 14.
2. The Contractor's liability for damages is limited to the amount covered by its insurance. If no insurance applies, liability is limited to 15% of the total contract amount (excluding VAT).
3. Exclusions from liability include:
   • Consequential damages such as loss of profit or business interruption;
   • Damage to property not owned by the Contractor;
   • Damage caused by the Client's intentional acts or recklessness.
4. The Client indemnifies the Contractor against third-party claims for damages due to defects in products delivered by the Client that include the Contractor's materials.

Article 14: Guarantee

1. Unless otherwise agreed, the Contractor guarantees the proper execution of the agreed performance for six months after delivery.
2. If the work is found defective, the Contractor will decide whether to repair the work or offer a refund proportionate to the defect.
3. The Client is responsible for costs related to:
   • Transport or shipping;
   • Dismantling and assembly;
   • Travel and subsistence expenses.
4. The guarantee does not cover defects caused by:
   • Normal wear and tear;
   • Improper use or lack of maintenance;
   • Alterations made by the Client or third parties.

Article 15: Obligation to Complain

1. The Client must report defects in writing within 14 days of discovery to retain rights.
2. Complaints about invoices must be made within the payment term or 30 days of the invoice date, whichever is shorter.

Article 16: Failure to Take Possession

1. The Client must take possession of goods at the agreed location at the end of the delivery period.
2. Failure to do so results in storage at the Client's expense and risk.
3. If the Client fails to cooperate, a penalty of ?250 per day (up to ?25,000) applies in addition to legal compensation.

Article 17: Payment

1. Payments must be made to the Contractor's business address or designated account within 30 days of the invoice date.
2. Delayed payments incur 12% annual interest or statutory interest, whichever is higher.
3. The Client owes all extrajudicial costs in case of delayed payments, calculated as follows:
   • 15% on the first ?3,000;
   • 10% on the next ?6,000;
   • 8% on the next ?15,000;
   • 5% on the next ?60,000;
   • 3% on amounts exceeding ?60,000.

Article 18: Securities

1. The Contractor retains ownership of delivered goods until all obligations are fulfilled by the Client.
2. The Contractor may invoke its retention of title and reclaim goods if the Client defaults on obligations.

Article 19: Intellectual Property Rights

1. The Contractor retains all intellectual property rights related to works, models, and inventions created under the agreement.
2. The Client receives only a non-exclusive license for computer software provided under the agreement, solely for normal use.

Article 20: Assignment of Rights

The Client may not assign or pledge rights or obligations without prior written consent from the Contractor.

Article 21: Cancellation or Termination

1. Cancellation by the Client requires Contractor approval and compensation of at least 20% of the agreed price.
2. For cost-plus contracts, compensation is based on costs, labor, and profit that would have been earned.

Article 22: Applicable Law and Competent Court

1. Dutch law applies.
2. The Vienna Sales Convention (CISG) does not apply.
3. Disputes are subject to the jurisdiction of the Dutch civil court in the Contractor's business location.