3079 DB, Rotterdam
3079 DB, Rotterdam
Tel: 010 – 479 35 00
Fax: 010 – 479 28 99
ABN AMRO: 48 02 68 525
BIC Code: ABNANL2A
BTW Nr.: NL001845755B01
KvK Rotterdam: 24011958
Article 1. Applicability:
A. Any legal relationship between ourselves and the other party will solely be governed by the present terms, with the
proviso that if an Article’s sub clause is subdivided into paragraph 1 and paragraph 2, paragraph 1 will apply to natural
persons, who are not practising a profession of conducting a business and paragraph 2 will apply to any other parties.
B. Terms to the contrary, if any, applied by the other party will only be binding on us if and in so far as we have agreed to
said terms in writing.
C. Any other terms to the contrary must also explicitly be agreed to by us in writing.
D. If we have agreed to the applicability of terms to the contrary in writing, the present terms will remain in force in all
other respects, even if this is not stipulated explicitly.
E. No rights may be derived in future by the other party to agreed terms to the contrary, if any.
Article 2. Offers:
A. All offers will be made without obligation, unless explicitly stated otherwise, and will be based on any details,
drawings, structural contract documents, etc. that were provided.
B. Any price lists, leaflets or other details attached to or provided for an offer will be specified as accurately as possible.
These will only be binding on us once they have been explicitly confirmed by us in writing. Details need not be
Article 3. Agreements:
A. Agreements will only be binding on us once they have been confirmed by us in writing, or as from the time on which
we will start the execution of said agreements.
B. Orders that were accepted by agents, representatives and other intermediaries and/or resellers, will only count as
accepted by us once we have confirmed them in writing.
C. Any additional agreements or alterations made at a later time, if any, and agreements and/or commitments by our
staff members or those made on behalf of us by our sales persons, agents, representatives and/or resellers, will only
be binding on us once these have been confirmed by us in writing.
D. When we confirm an order in writing, the content of the order confirmation will count as the content of the agreement.
Article 4. Cancellations:
If the other party wishes to cancel an order for any reason whatsoever, after it has been placed and accepted, we will
be entitled – at our discretion – to either oblige the other party to fully comply with the agreement, or to accept
cancellation on the condition that the other party will pay a fixed compensation equalling 20% of the order sum, within
a term to be specified by us.
Article 5. Prices:
A. 1. The specified prices will be based on the cost-determining factors at the time of the offer. We reserve the right to
pass on any alterations of these cost-determining factors which occur after the lapse of a 3-month period after the
conclusion of the agreement, to the other party.
A. 2. The specified prices will be based on the cost-determining factors at the time of the offer. We reserve the right to
pass on any alterations of these cost-determining factors which occur after the date of our offer of order confirmation,
to the other party, even if these cost price increasing circumstances could have been foreseen at the time of
acceptance of the order.
B. Costs of additions to and/or alterations of the order or agreements will be at the other party’s expense.
C. Prices will be exclusive of VAT, transport and insurance.
Article 6. Delivery:
A. 1. We will be obliged to comply with the agreed delivery term as far as possible; however, for goods that were not
delivered within the agreed term, we will be entitled to a subsequent delivery period of 14 days, starting from the day
on which we have received a written demand of delivery by the other party.
A. 2. We will be obliged to comply with the agreed delivery term as far as possible; however failing to meet the delivery
deadline does not entitle the other party to compensation, suspension or dissolution of the relevant agreement.
B. All deliveries will be ex works.
C. Partial deliveries will be allowed, unless otherwise agreed.
Article 7. Transport:
Unless otherwise agreed, the other party will arrange transport of the goods and will execute this at its own risk and
Article 8. Retention of title:
A. Also after delivery, any goods that have not yet been processed or delivered on to third parties, wherever these may
be located, will remain our property and the other party will be expected to retain the goods for us, until it has fulfilled
the relevant consideration for the goods that we have delivered or will deliver pursuant to the agreement, or for the
activities executed or to be executed also on behalf of the other party, and until the claims for failure in performance
and compliance with such an agreement have been fulfilled.
B. The other party is entitled to dispose of the goods in connection with normal business operations, provided this party
fulfils its obligations towards us.
C. In case of processing, converting or mixing of the delivered goods by or at the other party, we will obtain co-ownership
of the newly created goods, or, as the case may be, the main goods amounting to the value of the goods we have
D. If the other party will alienate the goods we have delivered, it will now already transfer to us the entitlements it has or
will have towards its own customers, including all related rights and/or securities. We may require that the other party
will inform its customers about the transfer and will provide us with any information and data that may be required for
the execution of our rights.
E. Until the payment date, the other party will be obliged to store the goods in a manner that makes them distinguishable
as our property, if we so require.
F. In case the other party fails to meet any obligation towards us following from an agreement in respect of activities to
be performed or sold goods, we will be entitled to re-posses the goods, without a notice of default being required.
G. If we invoke retention of title, the agreement(s) will be dissolved, even without court intervention and without prejudice
to our right to claim compensation, loss of profit and interest.
Article 9. Complaints
A. 1. Complaints, if any, must be submitted in writing within 14 days of receipt of the goods or within any longer term that
may be stipulated by law for submitting complaints. If the other party has not properly checked the soundness of the
delivered goods within 14 days of receipt, or any other term that may be stipulated by law, it is deemed to have
approved the delivery.
A. 2. Complaints, if any, must be submitted in writing within 14 days of receipt of the goods. If the other party has not
properly checked the soundness of the delivered goods within 14 days of receipt, it is deemed to have approved the
B. Minor deviations in quality, colour, weight and so on, which are common in trade or cannot be avoided technically, will
not qualify for complaints.
C. Under no circumstances will the other party enforce a claim against us once it has either used, processed, converted
the delivered goods or part thereof, or has had these goods used, processed or converted by others or supplied to
D. Returning the delivered goods is only possible after our prior written consent, under conditions to be stipulated by us.
Return shipments must be executed free delivered at all times.
E. If we deem a complaint to be valid, we may either repair or replace the goods or compensate the other party, at our
discretion, excluding any other entitlement by the other party to compensation.
F. Submitting a complaint does not release the other party of its payment obligation.
Article 10. Guarantee:
A. We provide a guarantee on the delivered goods, save for the stipulations of paragraph B of this Article, for a period of
6 months from the invoice date, in such manner that we will either repair any goods that may incur an inconvenient
defect within this period, or replace these by other goods or repay the purchase price, at our discretion. Return
shipments must be executed free delivered at all times.
B. On any goods delivered by us, in so far as these were purchased from third parties, we will not provide a guarantee in
excess of the guarantee provided by our suppliers to us.
C. When we replace goods or repay the purchase price of goods, in compliance with our guarantee obligations, the
relevant goods will become our property.
D. Our guarantee obligations will immediately cease to apply in the following cases:
1. If the other party performs repairs or alterations or has these performed by others during the guarantee period
without our prior consent.
2. If the other party does not comply with its payment obligations.
E. The other party will not be entitled to withhold payment based on the fact that we have not, not yet or not fully
complied with our guarantee obligation.
Article 11. Non-attributable non-compliance:
A. Non-attributable non-compliance is herewith defined as: Any circumstance which is outside the control of the parties
or unforeseeable and because of which we cannot – within reason – be expected by the other party to comply with
B. “Non-attributable non-compliance” at least comprises: strikes, excessive sickness absence of our staff members,
transport problems, fire, government measures, including at least import and exports bans, quota restrictions and
C. interruption in our operations or, as the case may be, our suppliers’ operations, involuntarily malfunctions or
impediments which make the execution of the agreement more expensive and/or inconvenient, such as storm
damage and/or other natural disasters, including attributable non-compliance by our suppliers, which causes us to be
unable or no longer be able to comply with our obligations towards the other party.
D. If the situation of non-attributable non-compliance arises, we will be entitled to suspend the execution of the
agreement or to terminate agreement permanently.
E. We will be entitled to claim payment for the performances that were delivered in the execution of the relevant
agreement, before the circumstance which caused the non-attributable non-compliance became apparent.
F. We will also be entitled to invoke non-attributable non-compliance if the circumstance that causes the non-attributable
non-compliance commences after our performance should have been delivered.
Article 12. Liability:
A. Except for intentional act or gross negligence by us or our subordinates, which must be proved by the other party, we
will never by liable for operational damages (operational interruptions and other expenses, loss of earnings, etc.),
decrease in value of goods or any other damages, which may be incurred by the other party and/or third parties as a
direct or indirect consequence of goods delivered by us, advices issued by us, activities or services performed by us,
delay of delivery of or failure to deliver, to issue advice, to perform activities or services.
B. Furthermore, we will not be liable for damages that may occur because the sold/delivered goods and/or systems do
not comply with legal requirements or any other stipulations made by the authorities pertaining to the use of these
goods and/or systems.
C. In the unlikely event that we will be held to compensate damages, this compensation will never exceed the invoice
price of the relevant goods or the activities performed.
D. If we can invoke the stipulations of this Article, these may also be invoked by any of our staff members which may be
sued, as if they themselves were party to this agreement.
Article 13. Indemnification
Pursuant to this agreement, the other party will be obliged to indemnify us for any claims made by third parties
towards us for compensation relating to the execution of the agreement (delivery, performance of activities or
services, provision of advice etc.), for whatsoever reason, and will be liable for any costs that may ensue from such
Article 14. Provision of security, creditworthiness
A. Insufficient creditworthiness of the other party will apply as a resolutive condition to any agreement entered into by us
or made with us, also if partial delivery has taken place.
B. On our demand, the other party will be obliged to provide security in any form required by us, for full compliance with
its obligations in respect of agreements that were executed by us or of those which still need to be executed by us
fully or partially. Should the other party fail to provide this security, all amounts outstanding to us for whatever reason,
will, without prejudice to our other rights, immediately become due and payable.
Article 15. Payment:
A. 1. Unless otherwise agreed, the payment of our invoices will be executed within 30 days of the invoice date.
A. 2. Payment of our invoices must be executed without any discounts or setoff within thirty days of the invoice date.
B. All payments must be made to our offices or into an account to be specified by us.
C. Payments must be made in the currency in which the agreed prices were specified.
D. Any payment of the other party will first be applied to settle all interest payable and legal and extrajudicial costs, as
these are stipulated in the below Articles and will subsequently be applied to settle the oldest outstanding amount.
E. The other party will be in default by mere lapse of the above mentioned term of thirty days of the invoice date; no
notice of default will be required.
Article 16. Interest:
A. If we agree to a longer credit arrangement than thirty days or if this is erroneously assumed, interest on the invoice
amount will be payable by the other party as from the invoice date.
B. This interest will be 1% per month. Each time, after the lapse of one year, the amount on which the interest is to be
calculated will be increased with the interest due on that year.
Article 17. Costs:
A. All legal and extrajudicial costs we have to incur in respect of non-compliance/failure of the other party will be at the
other party’s expense.
B. In case of late payment the extrajudicial collection costs will at least amount to 10% of the outstanding amount with a
minimum of 150.00 euros.
Article 18. Applicable law:
Any agreements concluded between ourselves and the other party will exclusively be governed by Dutch law. The
applicability of the Uniform Law on the International Sale of Goods is explicitly excluded.
Article 19. Competent court
A. 1. All disputes which may arise between ourselves and the other party in respect of any legal relationship to which the
present terms apply, will, provided they fall within the jurisdiction of a District Court, first be decided upon exclusively
by the Rotterdam District Court. However, the other party will be entitled to opt for a settlement of the dispute by the
court that is competent according to the law, within one month after we have invoked the present stipulation towards
the other party.
A. 2. All disputes which may arise between ourselves and the other party in respect of any legal relationship to which the
present terms apply, will, provided they fall within the jurisdiction of a District Court, first be decided upon exclusively
by the Rotterdam District Court.
Filed at the Chamber of Commerce on 13 March 1992
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