We provide all our products and services under the Metaalunie Conditions. You can read these below.
General terms and conditions issued by Koninklijke Metaalunie (employers’ organization for small and medium-sized enterprises in the metal industry), referred to as METAALUNIE CONDITIONS, filed at the registry of the Rotterdam District Court on January 1, 2019.
Published by Koninklijke Metaalunie
P.O. Box 2600, 3430 GA Nieuwegein
© Koninklijke Metaalunie
1.1 These conditions apply to all offers made by a Metaalunie member, to all agreements he concludes and to all agreements resulting therefrom, insofar as the Metaalunie member is the offeror or contractor.
1.2 The Metaalunie member using these conditions is referred to as the contractor. The counterparty is referred to as the client.
1.3 In the event of a conflict between the content of the agreement concluded between the client and the contractor and these conditions, the provisions of the agreement shall prevail.
1.4 These conditions may only be used by Metaalunie members.
2.1 All offers are non-binding. The contractor has the right to revoke his offer up to two working days after the acceptance has reached him.
2.2 If the client provides information to the contractor, the contractor may assume its accuracy and completeness and shall base his offer on this.
2.3 The prices mentioned in the offer are expressed in euros, excluding VAT and other government levies or taxes.
The prices are further exclusive of:
travel and accommodation expenses
packaging costs
storage costs
transportation costs
costs for loading and unloading
costs for customs formalities
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 and shall not be used by the client for any purpose other than the execution of the agreement.
3.2 This information shall not be disclosed or reproduced by the client.
3.3 If the client violates these obligations, he shall owe an immediately payable penalty of €25,000 per violation. This penalty can be claimed in addition to compensation for damages under the law.
3.4 The client must return or destroy the aforementioned information at the first request of the contractor.
In the event of a violation, the client shall owe a penalty of €1,000 per day. This penalty can be claimed in addition to compensation for damages.
4.1 The client cannot derive any rights from advice and information from the contractor that does not directly relate to the assignment.
4.2 If the client provides information, the contractor may assume its accuracy and completeness during the execution.
4.3 The client indemnifies the contractor against claims from third parties regarding the use of provided advice, drawings, calculations, designs, materials, brands, samples, and models.
5.1 A specified delivery time or performance period is indicative.
5.2 The delivery time only commences when:
agreement has been reached on all commercial and technical details
all information and approved drawings have been received
the agreed payment has been received
all other conditions have been met
5.3 The delivery time is extended when:
a. circumstances change compared to the moment of the offer
b. there is additional work
c. obligations are suspended
5.4 The client must compensate all costs or damages arising from delay as referred to in paragraph 3.
5.5 Exceeding the delivery time does not entitle the client to compensation or dissolution of the agreement.
6.1 Delivery takes place when the contractor makes the item available to the client at his business location and has communicated this.
From that moment on, the client bears the risk for:
storage
loading
transport
unloading
6.2 When the contractor arranges transport, the risk remains with the client.
6.3 In the case of a trade-in, the risk remains with the client until the item is actually transferred to the contractor.
The contractor may pass on an increase in cost-determining factors that occurs after the conclusion of the agreement to the client.
8.1 A failure cannot be attributed to the contractor if it is the result of force majeure.
8.2 Force majeure includes, among other things:
failure of suppliers or subcontractors
extreme weather conditions
natural disasters
terrorism
cybercrime
disruptions in digital infrastructure
fire or power failure
loss or theft of materials
roadblocks
strikes
import or trade restrictions
8.3 The contractor may suspend his obligations as long as the force majeure continues.
8.4 If force majeure lasts longer than six months or performance becomes impossible, the parties may dissolve the agreement.
8.5 In that case, the parties are not entitled to compensation.
9.1 The client must ensure that all necessary permits and decisions are available in a timely manner.
9.2 Unless otherwise agreed, the work does not include:
ground or foundation work
masonry or carpentry work
painting or repair work
connections for gas, water, electricity, or internet
measures against damage or theft at the workplace
disposal of materials or waste
vertical or horizontal transport
10.1 Additional work arises, among other things, when:
the design or specifications are changed
provided information proves to be incorrect
quantities deviate by more than 5%
10.2 Additional work is calculated according to the price factors applicable at the time of execution.
11.1 The client ensures that the contractor can carry out his work undisturbed and has access to:
gas, water, and electricity
internet
heating
lockable storage space
facilities according to the Working Conditions Act (Arbowet)
11.2 The client bears the risk for damage or loss of materials and tools at or near the workplace.
11.3 The client must adequately insure himself against these risks.
The work is considered completed when:
a. the client has approved the work
b. the work has been taken into use
c. the contractor has reported that the work is ready and no objection has been made within 14 days
d. there are only minor defects that can be repaired within 30 days
13.1 In the event of a failure, the contractor will still perform his obligations.
13.2 Liability is limited to the amount paid out by the insurance.
13.3 If no insurance applies, liability is limited to 15% of the contract sum (excl. VAT).
13.4 The following are not eligible for compensation:
consequential damage (such as loss of production or loss of profit)
damage to property under supervision (opzichtschade)
damage caused by intent or recklessness of non-managerial personnel
14.1 Unless otherwise agreed, a warranty period of 6 months after delivery applies.
14.2 In the event of defective performance, the contractor can choose between:
repair
or crediting a part of the contract sum
14.3 The warranty expires, among other things, in the case of:
normal wear and tear
incorrect use
defective maintenance
modifications by third parties
15.1 Complaints must be reported in writing within 14 days after discovery.
15.2 Complaints about invoices must be submitted within the payment term.
16.1 The client must take delivery of items after the delivery time has expired.
16.2 Uncollected items are stored at the expense and risk of the client.
16.3 In the event of a violation, a penalty of €250 per day applies, with a maximum of €25,000.
17.1 Payment takes place at the contractor’s place of business or into a designated account.
17.2 Payment term: 30 days after invoice date, unless otherwise agreed.
17.3 In the event of late payment, an interest rate of 12% per year applies, unless the statutory interest rate is higher.
17.4 In the event of late payment, extrajudicial collection costs are also due.
18.1 The client must provide sufficient security for payment upon request.
18.2 Delivered items remain the property of the contractor until all obligations have been met.
18.3 As long as retention of title applies, items may not be resold or pledged outside of normal business operations.
19.1 The contractor remains the owner of designs, models, and inventions.
19.2 Intellectual property rights are not transferred to the client.
19.3 In the case of software, the client only receives a non-exclusive user license.
The client may not transfer rights or obligations under the agreement without the written consent of the contractor.
21.1 The client can only terminate the agreement with the consent of the contractor.
In the event of cancellation, at least 20% of the agreed price is due.
21.2 For cost-plus assignments, the compensation is calculated based on expected costs, labor, and profit.
22.1 The agreement is governed by Dutch law.
22.2 The Vienna Sales Convention (CISG) is excluded.
22.3 Disputes shall be handled by the competent Dutch court in the contractor’s place of business.
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