- 1 Article 1. General/Applicability
- 2 Article 2. Prices
- 3 Article 3. Assembly and disassembly
- 4 Article 4. Technical service, advice and designs
- 5 Article 5. Delivery time/completion time of the activities
- 6 Article 6. Risk
- 7 Article 7. Force majeure
- 8 Article 8. Warranty/claims/liability
- 9 Article 9. Retention and security
- 10 Article 10. Payment
- 11 Article 11. Compensation/settlement/suspension
- 12 Article 12. Drawings, patents, etc.
- 13 Article 13. Special conditions of rental
- 14 Article 14. Disputes
- 15 Article 15. Applicable UK law
Article 1. General/Applicability
1.1 These general terms and conditions are applicable to all offers made by us and all agreements concluded by us or acts performed by us.
1.2 All offers made by us, ‑ including price quotations, brochures and price lists ‑ shall be without engagement and free of obligation, and may be withdrawn at all times, even after being accepted by the client. We shall inform the client immediately if an offer is withdrawn following acceptance by the client.
1.3 An agreement shall only be deemed to be legally valid once and insofar as we have confirmed the order in writing, or once we have commenced performance of an order.
1.4 If an acceptance deviates from the terms of our offer, as referred to in article 1.2, said acceptance shall constitute a rejection of the original offer and a new offer, which shall not be binding on us. This provision also applies, if the acceptance deviates only in minor points from the terms of our offer.
1.5 All specifications regarding size, capacity, performance or results contained in images, catalogues, drawings, illustrations or otherwise provided by us, shall not be binding on us. Such specifications are approximate only.
1.6 If any provision of this agreement is nullified, declared null and void or declared to be inapplicable, the other provisions shall retain their full effect.
Article 2. Prices
2.1 All the prices in the offers stated by us, as referred to in article 1.2, only apply to those offers and may be revised until such time that the agreement is accepted by us in writing.
2.2 The price is exclusive of the costs of transportation, assembly or installation, disassembly, drawings, design calculations, packing materials and V.A.T. These costs shall be invoiced separately. Any packing materials provided at the request of the client shall not be taken back.
2.3 We shall have the right to charge the client separately for any additional work that we have carried out. We shall notify the client accordingly in writing; if the client has not made any objections in writing to us within eight (8) days, the client is deemed to be in agreement with the scope and the prices of the additional work.
2.4 After the agreement has been concluded, the prices may be increased on the basis of external factors, such as tax increases, increases in the prices of external suppliers, exchange rates, raw materials, freight costs, wages and/or social security charges, import duties, levies or other charges.
2.5 Any costs or taxes levied by the Dutch government may be passed on to the client.
Article 3. Assembly and disassembly
3.1 With regard to assembly/disassembly work to be performed by us, we may either agree upon a fixed contract sum with the client, or an hourly rate according to work performed on a time and expense basis, or settlement in another quantifiable and agreed upon manner.
3.2 The undertaking of assembly/disassembly work is based on performance of the agreement under normal circumstances during normal working hours. We reserve the right to make an additional charge for overtime and other exceptional circumstances on the part of the client. Any extra costs incurred as a result of changes in safety regulations shall be borne by the client.
3.3 If the work to be performed by us subject to a fixed contract sum deviates from the specifications issued by the client and upon which the contract sum is based, we reserve the right to charge the client for the additional costs incurred, plus a reasonable profit margin.
3.4 We shall undertake the agreed upon assembly and/or disassembly work to the best of our understanding and ability in accordance with professional standards.
3.5 The client is responsible for ensuring or for arranging the following at his expense and risk:
‑ that the construction of the building in which the equipment is used, to which the equipment is applied and on which the equipment is mounted is suitable for these uses;
‑ that any drawings and/or specifications and/or instructions which serve as the basis for the assembly/disassembly work to be carried out by us are verified and that the measurements and other data specified have been checked for accuracy;
‑ that the client’s own regulations and instructions are in our possession within a reasonable amount of time before the start of the assembly/disassembly; in default thereof, we will not be bound to comply with these regulations and instructions;
‑ that all obstacles located on the construction terrain before the start of the assembly work shall be removed. Obstacles in the form of differences in the level of the ground must be evened out;
‑ that the ground is strong enough to bear the construction to be assembled by us;
‑ that the location of the assembly/disassembly can be reached by our means of transport;
‑ that the client is in possession of all permits and licences required for the assembly/disassembly to be performed;
‑ that the client adheres to all valid government regulations, in particular, safety regulations;
‑ that any duties owed, including any sufferance taxes, have been paid and
‑ that any obligatory street fixtures, such as fences and lighting, are installed.
3.6 From the time that we have wholly or partially delivered the equipment to the construction site or to the designated delivery address or at the time the materials are removed from our depot, the client is responsible for theft, misappropriation or loss or damage thereto.
3.7 If upon delivery of the equipment supplied, installed or assembled by us the client has no comments or complaints, the client will be considered to have accepted the delivered items and the construction thereof, and the equipment will be deemed to have been delivered.
3.8 During performance of the assembly/disassembly work, we assume no liability for injuries to persons, for damage to buildings, equipment or other goods, nor will we be liable in any way for other damage or (business) losses directly or indirectly attributable to actions or omissions by the client, subordinate members of staff or other persons employed by the client, unless we are guilty of gross negligence or wilful intent in this regard.
3.9 Unless otherwise agreed, the client shall not be permitted to use the installed or assembled equipment for purposes other than for the purpose they were originally intended pursuant to the agreement concluded with us. The client is not permitted to change or modify the equipment supplied by us or the construction work undertaken by us, without our prior consent.
Article 4. Technical service, advice and designs
4.1 In the event that we provide technical services for the client, such as designs, statistical calculations, installation calculations and implementation drawings, or arrange visits to construction sites, inspections and consultations, we reserve the right to charge for the corresponding extra costs, unless otherwise agreed.
4.2 The client shall submit to us, in a timely fashion, all of the requisite information, data and decisions to ensure that the assignment awarded pursuant to this article is performed and completed satisfactorily.
The provisions of article 3.5, item two, under consideration, shall remain in full force. If the information, data and decisions and/or the details stipulated in article 3.5 are found to be incorrect, all damage and costs shall be for the expense and risk of the client.
4.3 The client hereby undertakes to allow us or our representatives or underwriters to inspect, test, adjust, repair or replace at all reasonable times any of our goods held by the client. We shall aim to cause minimum disturbance to the client when undertaking such work.
4.4 All drawings, calculations, descriptions, samples and tools produced by us on the client’s instructions remain our property, as will the pertinent copyright thereto.
4.5 The client warrants that no information relating to manufacturing or construction methods used, designed or proposed by us shall be shown to, made known to or used by third parties.
4.6 Any technical service, advice and design which we may give to the client will be issued and implemented to the best of our abilities.
4.7 We expressly reserve the right to engage the services of third parties in the performance of technical services within the meaning of this article. Without prejudice to the provisions of article 8 of these general terms and conditions, our liability, as appropriate, shall in all cases be limited to the amount that we can recover from the third party or parties engaged by us.
4.8 Without prejudice to the provisions of article 8 of these general terms and conditions and without prejudice to the provisions of the previous paragraph, we are only liable for compensation for damages by means of:
a. the cost of the modification of the design, the study or the report;
b. the cost of the repair of the defects and of the damages caused directly by these defects. Never included in this are costs to be included in the building sum, purchase price or installation costs of the object, if the commission was carried out satisfactorily from the outset;
c. the costs declared to the client by third parties for the man-hours and equipment-hours which were lost due to failures of our own, except in the event that this manpower and use of equipment could have been utilized otherwise in a significant and meaningful manner during the delay time.
Article 5. Delivery time/completion time of the activities
5.1 Unless explicitly agreed upon otherwise, the stated delivery time is only an indication and shall never be considered as a firm deadline, unless expressly agreed otherwise. A delay in the delivery time does not entitle the client to compensation. Nor is the client entitled to dissolution of the agreement based on this subject.
5.2 We are authorised to suspend any further performance of our activities as long as the client has not fulfilled all its obligations towards us. This right to suspend our performance shall apply until such time that the client has fulfilled its obligations, unless we have exercised our right to dissolve the agreement in the meantime. All this shall not affect our right to compensation.
5.3 The agreement concluded by us will be performed to the best of our abilities. Minor deviations shall not authorise the client to dissolve the agreement and/or claim compensation.
5.4 The client shall provide the requisite (government) permits.
Article 6. Risk
6.1 Unless otherwise agreed, delivery shall be ex works Koudekerk aan den Rijn or elsewhere, at our discretion.
6.2 All goods and equipment travel at the risk of the client from the time of shipment or delivery. The goods shall travel at the risk and expense of the client, also in cases of delivery carriage paid.
6.3 For on-demand delivery, the risk passes to the client as soon as the goods have been moved to a separate area on our site on behalf of the client.
Article 7. Force majeure
7.1 We reserve the right to dissolve the agreement either in part or in full or to postpone the execution of the same, without being obliged to pay any damages, if circumstances arise that are of such nature that fulfilment of the obligations is impossible or, according to criteria of reasonableness, can no longer be required, or if circumstances arise that are of such nature that unaltered maintenance of the agreement cannot reasonably be expected of us.
7.2 As referred to in the previous paragraph of this article, the following circumstances, among others, apply: late delivery or non-delivery of goods to us by third parties, import and export restrictions, measures taken by Dutch and/or foreign governmental bodies which render performance of the agreement more complicated or expensive than envisaged at the time of the conclusion of the agreement, frost, strikes and/or sit-downs, epidemics, interruption of traffic, loss or damage during transport, fire, theft, disruptions to power supply, defects to machinery, any disruption in our business or in that of one of the suppliers or third parties involved in supplying some or all of the requisite equipment or raw materials and any other circumstances beyond our control which arise through no fault of our own.
Article 8. Warranty/claims/liability
8.1 Unless the client fails to fulfil its obligations towards us, we hereby warrant both the soundness of the product supplied by us and the quality of the equipment used and/or delivered therefor, in the case of normal use, for a period of three (3) months after delivery. Any warranty is limited to rectification of the stipulated defects and does not extend to any consequential damage arising from them. The warranty on equipment acquired through third parties shall never exceed the warranty issued to us by the supplier.
8.2 Except as stipulated in the previous paragraph and in paragraph 8.4, we shall never be liable for any damage or for any loss on any ground whatsoever arising from any agreement concluded between the client and us. The client shall indemnify us against claims from third parties.
8.3 Without prejudice to the provisions of the preceding paragraph, we assume no liability for any consequential loss or damage.
8.4 Any liability shall be limited to the replacement of the defective product, or a part thereof, or to reimbursement of the agreed price, or a proportionate share thereof, at our discretion.
8.5 Our liability shall be limited to the amount which is paid out under our professional liability policy in the matter concerned.
8.6 Any claims with respect to faults or defects should be lodged in writing to us by registered letter within eight (8) days of receipt of the goods, or after the defect ought reasonably to have been discovered, under penalty of cancellation of the client’s right of recovery.
Article 9. Retention and security
9.1 We shall retain the title in all the goods delivered by us until full payment has been made of the price of all the delivered goods or goods to be delivered to the clients, as well as any possible claims for any activities performed or to be performed by us in the context of the delivery and of that which we may claim from the client because of any shortcoming of the client in the fulfilment of the agreement concluded with it, including collection costs, interest and penalties.
9.2 The goods will not be transferred until all the payable amounts referred to in the previous paragraph have been paid in full.
9.3 If and insofar as we have not received payment for the payable amounts, in regard to which we have retained the title in the delivered goods, as well as in the event of suspension of payments, and in the event of bankruptcy or liquidation of any assets of the client, we will be authorised to take back our goods without any notice of default being required and without judicial intervention and, insofar as necessary, the client irrevocably authorises us now to do so then. The client shall grant us access to all the rooms used by his business in that context, all this without prejudice to our right to claim compensation from the client.
9.4 The client is authorised to resell the delivered goods owned by us for our benefit only to the extent that this forms part of its ordinary business activities, unless we have informed the client that it is no longer authorised to do so.
9.5 The client shall create a non-possessory pledge on the goods delivered by us at our first request as soon as we lose the title to those goods for whatever reason; this pledge shall serve as security for the payment of all our existing and future claims on the client, including those regarding collection costs and interest. In default thereof, all our claims shall be immediately payable and we will be authorised to dissolve the agreement(s) without prejudice to our right to compensation.
9.6 The client shall not create any possessory or non-possessory pledge on the goods delivered by us for the benefit of any third party, irrespective of whether we are still the owners of these goods or not.
9.7 To guarantee payment of the payable amounts, or amounts which will be payable after delivery, we will always have the right to demand a bank guarantee, or at any rate security equal to such bank guarantee, as long as the purchased and delivered goods have not been paid or have not been paid in full and delivery has not been made. In that case, the client will be under an obligation to provide such security.
9.8 As long as the security referred to under 9.7 has not been provided, we may suspend the delivery and/or declare the relevant agreement dissolved without judicial intervention and without prejudice to our right to demand compliance and/or claim compensation.
Article 10. Payment
10.1 Unless expressly agreed otherwise, payment shall be effected within thirty (30) days of invoice date.
10.2 If no payment has been effected within thirty (30) days, we are authorised to charge interest equal to the prevailing interest rate plus 2% per year, with part of a month counting as a full month.
10.3 If the invoice amount has not been paid in full on the due date, the client will be in default by the mere fact of the expiry of the term, without any warning or notice of default being required. In such a case, we will be authorised to dissolve the agreement without judicial intervention, whereby our rights referred to in the previous paragraphs of this article shall not be affected. Furthermore, the client is then obligated to reimburse us for all costs which we are obligated to incur for the purpose of collecting the outstanding amounts, in particular:
a. declarations from solicitors and prosecutors relating to their work activities, both judicially and extrajudicially, and, insofar as they exceed the amounts liquidated by the Judge, costs of bailiffs, deputies and collection agencies as well as all costs of execution. The extrajudicial costs of the aforementioned parties are fixed at 15% of the principal sum, with a minimum of € 150.00;
b. the costs of filing for bankruptcy;
c. the storage costs in case of suspension of delivery.
10.4 Payments shall first be deducted from the collection costs, subsequently from the payable interest and after that from the principal sum. If the client has failed to pay several invoices, payment shall first be deducted from the oldest invoice and subsequently from the next oldest invoice etc., with due observance of the stipulations of the preceding sentence.
Article 11. Compensation/settlement/suspension
11.1 The client shall not be entitled to reduce the amount of the invoice by any amounts that we may owe the client.
11.2 In case of temporary prevention of delivery on our part, the client is not entitled to postpone payment.
11.3 Neither is the client entitled to suspend payment pursuant to this agreement in connection with any other agreement concluded with us.
Article 12. Drawings, patents, etc.
12.1 We shall retain right of ownership and copyright of all documents issued by us to the client, such as designs, images, drawings, diagrams, calculations, estimates etc., even if the client has been charged for them and/or the order was accepted or executed by us.
12.2 The client is not entitled to photocopy these documents, nor shall the client allow third parties to use or inspect any original or photocopied versions thereof.
12.3 The client indemnifies us against infringements of patents, licences or similar third-party rights.
Article 13. Special conditions of rental
13.1 These special rental conditions shall apply in addition to the general terms and conditions, except insofar as expressly amended in this rental agreement.
13.2 The rental period commences on the date of delivery of the hired item or when expressly agreed upon with the client at the time that the hired item is delivered to the client’s address, and terminates on the date that the hired item is returned, on the understanding that, when the hired item is returned before termination of the agreed upon rental period, the price for the entire rental period agreed upon shall be owed.
13.3 The rental price for mechanical equipment is based on a maximum working week of 45 hours. With regard to weeks during which the hired item is in use for more than 45 hours per week, the price may be increased in proportion to the agreed upon price and the amount of overtime (in hours). The client is obliged to furnish us with a written statement every four (4) weeks of the amount of overtime worked.
13.4 The client reserves the right to test or have the rented items(s) tested prior to delivery or collection. If the client does not avail itself of this right, it is assumed that the client has received the equipment in its entirety and in good order.
13.5 From the time of delivery to the client of the hired item until the time of return to our storage facility, the client is fully responsible and liable for the hired item.
13.6 The client is obligated, at his expense and risk, to keep the rented equipment in good working order and in a good state of repair for the duration of the rental agreement, to insure the hired equipment, and to do all that is necessary to it, unless expressly agreed otherwise. We retain the right to inspect the equipment, or have it inspected, at any time during the rental period. Our decision not to carry out inspections shall not impair or prejudice our rights. The client is liable for all theft and damage to the hired item at its new-for-old value for the duration of the rental agreement.
13.7 Upon termination of the rental agreement, the client shall return the hired item to us in an undamaged and clean state. The client shall receive a returned goods slip stipulating the items returned to us. If the returned goods slip contains inaccuracies, the client shall notify us accordingly by registered letter within eight (8) days of the returned goods slip being issued under penalty of cancellation of these rights. We shall inspect the hired equipment within fourteen (14) days following return of the hired item, in the presence of the client, and shall notify the client in writing of any defects and damage. We are entitled to clean the hired item(s) returned to us and to remedy the defects ourselves, if deemed necessary. All costs connected herewith shall be charged to the client and shall be invoiced separately. With regard to any defects and damage observed during inspection, our records and documentation shall be binding.
13.8 If upon termination of the agreed upon or extended rental period the client remains in breach of contract for failure to return the hired item in full or in part to the place agreed or stipulated, we reserve the right to claim from the client the hired item or the missing parts thereof with immediate effect, and to remove or have removed the item at the client’s expense and risk, whereby the client will grant us access to the place(s) where the hired item is held.
13.9 The client is not entitled to lease or sublease the hired item to third parties, nor to transfer his rights pursuant to this agreement in full or in part to third parties. Neither is the client permitted, without our consent, to remove the hired item from the workplace for which it is intended and/or transfer and/or erect it elsewhere.
13.10 For the duration of the rental period, the client is obligated to comply with all applicable safety regulations and other statutory regulations imposed by the government. The client shall indemnify us against all damage arising from the client’s failure to observe these regulations.
13.11 If the parties have agreed to the rental in assembled condition, and if assembly or disassembly of the hired item is delayed due to the occurrence of a Force Majeure event on our part, this shall not affect the agreed commencement date of the rental agreement.
13.12 In case it is agreed that the hired item shall be collected by us at the end of the rental period, the client shall make and keep the equipment ready for transport after receiving prior notification. We may impose an additional charge on the client as a result of non-compliance with this obligation.
Article 14. Disputes
14.1 Any and all disputes arising from or connected with any agreement concluded by us with the client will be submitted for arbitration either to the competent court within whose jurisdiction this case falls, or the court under whose jurisdiction our registered office falls, at our discretion.
Article 15. Applicable UK law
15.1 All actions undertaken by us, including agreements concluded by us, shall be governed exclusively by the laws of the United Kingdom.