Veltkamp BV ®
In these general terms and conditions the following definitions shall apply:
client: the natural or legal person who, in connection with the purchase of products, the commissioning of services and/or the contracting of work (or the commissioning of work), has committed himself/herself to the contracted party or is negotiating with the contracted party for that purpose
products: all items that are the subject of an agreement, as well as results of services provided by the contractor, such as contracting work, assembly, installation, advice, etc.
1. These conditions shall apply to all offers of the contractor, to all orders to the contractor and to all agreements concluded with the contractor.
2. If and insofar as a term or expression appearing in any agreement or in these terms and conditions requires further explanation, the explanation shall be binding as given in Incoterms, latest edition.
3. Any reference by the client to its own general terms and conditions at any stage of the conclusion of the agreement is expressly rejected by the contractor.
4. Insofar as they conflict with written purchase, tender or other conditions of the client, our conditions will prevail, except if and insofar as conditions of the client have been expressly accepted by us in writing.
5. The provisions of these conditions may only be deviated from in writing, which writing must be signed by one of the persons who, according to a statement by the contractor to the trade register, is authorized to do so.
1. If judicial review of these conditions is requested by the client or by any interest group, this shall not release the client from any obligation under the agreement entered into with the contractor, nor shall it give him any right to suspend his obligations to the contractor.
1. All offers or quotations are without obligation, unless explicitly stated otherwise in writing. Every offer and/or quotation is based on the assumption that the order can be executed under normal circumstances and during regular working hours.
2. An agreement shall only be concluded if and insofar as an order from the client is accepted in writing by the contractor or if the contractor carries out an order. The date of conclusion of the agreement shall be the day on which the written order confirmation is sent by the contractor or the first day of actual execution of the order, respectively.
3. In the event of written acceptance by the contractor, the contractor shall not be bound to anything more than what has been accepted in writing. The client shall be deemed to be bound by his order as long as the order has not been refused by the contractor.
1. If at the client's request the contractor performs any work before an agreement is concluded, the contractor shall be entitled to demand payment for it in accordance with the rates then applicable, unless explicitly agreed otherwise in writing.
1. Additional and different provisions in the order compared to the offer or quotation will be binding on the contractor at all times only if and insofar as these provisions have been expressly accepted in writing by the contractor.
1. All statements of numbers, sizes, weights and/or other indications of the products provided by the contractor have been made with care, but the contractor cannot guarantee that no deviations will occur. Samples, drawings or models and the like shown or provided are always only indications of the products concerned.
1. Subject to the provisions of Article 7, all advice, calculations, communications and statements provided by the contractor relating to capacities, results and/or expected performances of products to be delivered or work to be performed by the contractor will be binding only if and insofar as such data are included in the written confirmation of the order by the contractor, or form part of a separate written agreement concluded between the contractor and the customer.
1. Unless expressly agreed otherwise in writing, the prices of the contractor are ex works, exclusive of, for example, transport and/or shipment, packaging, insurance and any duties or taxes or other levies to be levied by the government, as well as all costs in connection with the items made available by the client in the context of the execution of the order.
1. If, after the date on which the agreement is concluded in accordance with Article 4, the prices of materials, resources, parts, raw materials, wages, salaries, social security charges and government levies undergo an increase before the order has been fully executed, the contractor shall be entitled to increase his prices accordingly.
2. If an agreement is not or not completely fulfilled on the agreed date due to circumstances that should not be for the account and/or risk of the contractor, the contractor is entitled to pass on price and rate changes that have occurred in the meantime to the client and for the part still remaining at that time.
1. The contractor shall be entitled to charge separately for additional work performed, even if the additional work has not been commissioned in writing and/or its price has not been agreed upon in advance.
With respect to the calculation of the extra work price, the provisions of the preceding articles of this section shall apply mutatis mutandis. The applicability of BW 7a: 1646 is expressly excluded.
1. If assembly c.q. installation of delivered products is explicitly included in our order confirmation and therefore forms part of the agreement concluded with client, the price described in the articles of this section is calculated including assembly c.q. installation and the delivery of the products ready for operation at the place mentioned in the agreement.
1. The costs and financial consequences of client's obligations described therein, included separately in the section regarding assembly and installation, are not included in the price, except if and insofar as expressly included in our order confirmation.
1. Unless expressly agreed otherwise in writing, the products - if necessary and at the sole discretion of the contractor - will be provided with packaging in which the products are customarily traded by the contractor; subject to the provisions of Article 8.
2. Unless otherwise agreed in writing with the customer, the contractor shall not take back the packaging.
1. Cost estimates, plans, catalogs, images, drawings, measurements and weights or other documents relating to offers or deliveries drawn up, produced and/or made available by the contractor, as well as auxiliary materials such as models, moulds, stamps, dies and tools, will remain the property of the contractor at all times - even if the manufacturing costs have been charged to the client and have been paid - and must be returned on demand.
2. Except with the written permission of the contractor, the client warrants that the documents, tools and information provided by the contractor as described in the preceding paragraph will not be copied and/or imitated, or made available for inspection or handed over to third parties, whether or not for further use.
3. The contractor shall be entitled to require the client to cooperate in the signing of a declaration of confidentiality submitted by the contractor.
1. The Client shall ensure that the necessary facilities, provisions and conditions for the assembly and/or installation activities to be carried out by the Contractor are met in a timely and proper manner. These facilities and other activities to be performed in this context will at all times be at the expense and risk of the Client.
2. The customer shall ensure, inter alia, at his own expense and risk, that mechanics of the contractor are given the opportunity to perform the work. With due observance of the necessary safety regulations and other precautionary measures, the customer shall provide the necessary aids and assistance, either personally or by means of auxiliary workers made available. The Client shall ensure that suitable housing and other personal facilities are available for employees of the Contractor.
1. Travel expenses shall be charged to the client separately. The contractor reserves the right, notwithstanding the provisions of Article 11, to charge additional labor costs separately if, in the opinion of the contractor, contrary to the assumption included in Article 4, paragraph 1, the need arises to perform the work outside regular working hours and/or in special circumstances.
1. The provisions of the following articles regarding the Iever time shall also apply to the agreed assembly or installation time. A run-in time for machinery, installations and the like assembled by the contractor shall no longer be included in the agreed assembly or installation time.
1. With due observance of the provisions of this section, that which is included in the relevant articles of these conditions shall apply with regard to price, delivery, risk and warranty with respect to assembly or installation.
1. The delivery time, which also includes the period for work to be performed by the contractor, starts on the day stated in the written order acceptance.
2. If certain data, drawings, etc. are necessary for the execution of the order, or if certain formalities are required, the delivery time will only start at a later time, namely when all data, drawings, etc. are in the possession of contractor, or the required formalities have been completed.
3. If the contractor requires an initial payment with the order, the delivery time will only commence at a later time than stated in the written order acceptance or receipt of the above-mentioned documents, namely at the time when payment has been received.
1. Delivery times stated by the contractor are not fatal and always without obligation. Only the expiry thereof does not constitute default. The Contractor will make every reasonable effort to comply with the specified delivery times as accurately as possible. Except for intent or gross negligence, exceeding the delivery time does not entitle the client to claim compensation, to refuse the product or to dissolve the agreement in whole or in part.
1. Force majeure is understood to mean any circumstance independent of the will of the client, as a result of which fulfillment by the contractor is prevented in whole or in part or as a result of which compliance cannot reasonably be expected from the contractor, regardless of whether that circumstance existed at the time of concluding the agreement. was provided. The contractor will inform the client of a force majeure situation as soon as possible.
2. In any case, all situations of force majeure, such as war, danger of war, civil war, riot, hostage-taking, acts of war, fire, water damage and flooding, strike, company occupation, exclusion, lack of workers or raw materials, defects in machinery or installations, failures in the supply of energy, both in the company of the contractor and from third parties, from whom the contractor must obtain the necessary materials or raw materials in whole or in part, as well as during storage or during transport, whether or not under own management, and furthermore due to all other causes , through no fault or fault of the contractor, the contractor of any obligation to fulfill its obligations, including the delivery time, as long as the relevant impediment continues to exist. Claims for compensation for partial or total non-performance are also excluded in the above cases.
3. In the event of force majeure, the contractor has the right to change the agreement in consultation with the client, in such a way that the fulfillment of the assignment remains possible for the contractor.
4. If the force majeure situation has lasted six months, or if it has been established that it will last longer than six months, the contractor has the right to dissolve the agreement in whole or in part in writing, subject to the obligation of the client to return products and/or services already delivered to to pay the contractor. The Client is then not entitled to any compensation.
1. Place of delivery shall be the Contractor's factory, even if carriage and/or freight paid has been agreed upon.
2. After the products in question have left the factory or when the customer has been notified in writing that the products are ready for shipment, they will be deemed to have been delivered, without prejudice to the provisions of these terms and conditions regarding retention of title and regardless of any obligation on the part of the contractor to fulfil assembly and installation obligations.
3. If delivery takes place in parts, the individual batches will be deemed delivered in their own right.
1. The risk shall pass to the principal at the time of delivery within the meaning of article 23. In the event of damage to products caused by destruction of the packaging, the provisions of the previous sentence shall also apply.
1. If the Client does not take delivery of the products, or does not take delivery in time or properly, and does not comply with this within 10 days after sending a written demand to that effect, the Client will be in default. The contractor is then entitled to store the products for the account and risk of the client or to sell the products to a third party. Client shall continue to owe the purchase price increased by the interest and all costs, however, where applicable reduced by the net proceeds of the sale to the third party.
1. Unless otherwise agreed in writing with the client, shipment and/or transport of the products, if provided by the contractor, shall take place at the expense and risk of the client and the products shall not be insured by the contractor against transport risks. Even if the contractor has issued a statement to the carrier that all damage during transport shall be for the contractor's account, the transport risk shall nevertheless be for the client's account and the contractor shall not be obliged to take steps to recover damages. If required, the contractor shall assign rights against the carrier to the principal.
1. Unless explicitly agreed otherwise in writing, products handed over to the contractor for processing, repair, or inspection will remain under the contractor at the client's risk. The contractor undertakes to store and handle the products handed over by the client with due care.
1. The ownership of the products will only be transferred to the client when it has fulfilled all obligations arising from the relevant agreement or from any other related agreement. In addition to payment of the purchase price, obligations include, among other things, the work performed or to be performed with regard to the products, as well as all surcharges, interest, taxes and costs and the like due under the agreement.
2. The Client is not entitled to alienate, lend, pledge or mortgage these products before that time, or to transfer them to third parties in any other way.
3. The client shall immediately enable the contractor to take back the delivered products, without further notice of default or judicial intervention.
4. Without prejudice to other rights, the contractor is now for then irrevocably authorized by the client to, if the latter does not, not timely or not properly fulfill its obligations, without any notice of default or judicial intervention, the products delivered by the contractor and attached to movable or immovable property. to dismantle and take it upon first demand.
1. The client is obliged to immediately inform the contractor in writing if third parties (possibly) assert rights to the products subject to retention of title.
2. If the client proves to have failed to fulfill this obligation, it will owe a penalty of 15% of the unpaid part of the claims to which the retention of title relates, without prejudice to the other rights accruing to the contractor in respect of those claims.
1. Every payment that the contractor receives from the client will first of all serve to settle those claims that the contractor has against the client in respect of which no retention of title within the meaning of Article 28 (any longer) applies.
1. The invoice amount can be increased by the contractor by a credit limitation surcharge stated separately in the invoice. If payment is made within 30 days of the invoice date, the said surcharge does not have to be paid.
1. Unless agreed otherwise in writing, payment of the purchase price and/or the agreed price in respect of work to be performed or performed by the contractor is due at the contractor's discretion in cash upon delivery, or within 30 days after delivery in accordance with the provisions of article 23.
2. All payments will be made without any deduction or set-off.
3. If the client believes that it can still enforce claims, in whatever form, with regard to the delivery or performance of the assignment, this does not release the client from the
obligation to pay in the agreed manner and the client is not entitled to suspend the payment obligation.
4. Transaction costs are for the account of the client.
1. If payment in installments has been agreed, this will take place - unless expressly agreed otherwise in writing between the parties - as follows:
- 50% plus the total amount of VAT involved in the assignment;
- 50% when the products are ready for shipment,
or upon completion of the work performed by the contractor, or upon approval by the client of the first product samples supplied by the contractor.
1. Payment for additional work must be made as soon as this has been charged to the client by the contractor.
1. If at any time there is reasonable doubt about the creditworthiness of the client, before (further) performance, the contractor is entitled to demand that full or partial advance payment of the purchase price be made or that the client provides proper security, such as by means of a bank guarantee. or a silent pledge of products delivered by the contractor.
2. In such a case, the contractor is also entitled to send cash on delivery only.
1. If it has been agreed with the client that payment will take place through a banking institution or if security is provided by means of documentary credit or bank guarantees, the client guarantees that this will always be done through a first-class bank. If the contractor can reasonably doubt the aforementioned qualification, the contractor is entitled to reject the proposed bank and to designate another bank.
1. The Client will be deemed to be in default of payment if payment has not been made within 10 days after a written reminder.
2. As soon as the client is in default towards the contractor, all claims of the contractor against the client become immediately due and payable in full, without prejudice to other rights accruing to the contractor.
3. From the day the default commences, the Client owes interest equal to the statutory interest applicable in the Netherlands at that time, plus a surcharge of 2%. Each time after the end of a year, the amount on which the interest is calculated is increased by the interest due for that year.
4. The client is obliged to reimburse all extrajudicial and judicial costs incurred by the contractor to obtain payment, which costs are set at a minimum of 15% of the outstanding amount due and will at all times amount to a minimum of € 250 excluding turnover tax.
1. The contractor is entitled to retain goods belonging to the client that have been made available to the contractor in connection with the assignment granted and to suspend the delivery thereof until the client has fulfilled all its payment obligations.
1. If the client does not, not in time or not properly fulfill any obligation that may arise towards it from the agreement concluded with the contractor, the client will be in default and the contractor will be entitled by mere written notification:
- suspend the execution of the agreement and the agreements directly related thereto, until sufficient security has been provided with regard to payment;
- dissolve the agreement and the directly related agreements in whole or in part;
without prejudice to other rights accruing to the contractor and without the contractor being obliged to pay any compensation.
1. In the event of bankruptcy, suspension of payment, shutdown or liquidation of the client's company, all agreements with the client will be dissolved by operation of law, unless the contractor notifies the client within a reasonable period of time that all or part of the relevant agreement(s) have been fulfilled. to be desired, in which case the contractor is entitled without notice of default:
- suspend the execution of the relevant agreements until sufficient security has been provided with regard to payment;
- to suspend any payment obligations towards the client, for whatever reason;
without prejudice to the other rights accruing to the contractor and without the contractor being obliged to pay any compensation.
2. In the event of an event as referred to in the previous paragraph of this article, all claims of the contractor against the client are immediately due and payable in full and the contractor is entitled to take back the relevant products. In that case, the contractor is entitled to enter the client's sites and buildings in order to take possession of the products. The Client is obliged to take the necessary measures to enable the Contractor to exercise its rights.
1. If the client wishes to cancel an assignment given to the contractor and the contractor has agreed to this in writing, the client is obliged - unless otherwise agreed in writing - to pay the materials and raw materials purchased by the contractor, whether or not in due course, whether or not processed or processed at the to take over the price paid by the contractor, including wages, from the contractor and to compensate the contractor for, among other things, loss of profit against payment of 15% of the agreed price, without prejudice to any other rights accruing to the contractor.
2. If the contractor has concluded a currency agreement with a bank or a third party in connection with the assignment, the client will also be obliged to compensate the contractor for the currency losses resulting from the cancellation.
1. The client is obliged to indemnify the contractor at all times against claims from third parties as a result of the cancellation of the assignment.
1. The client is obliged to carefully inspect the products immediately after arrival at the place of destination, or after completion of the work performed by the contractor, or - if earlier - after receipt by the client itself or by a third party acting on its behalf. (have) inspect.
1. Any complaints about defects in the products that can be attributed to material or manufacturing defects, as well as differences in quantity, weight, composition, quality between the delivered products and the description given for them on the order confirmation and/or invoices, must be submitted no later than within must be communicated to the contractor in writing fourteen days after arrival of the products or completion, without prejudice to the provisions of paragraph 3 of this article.
2. If a test or inspection has taken place in the contractor's factory, complaints must be made during this test or inspection and must be recorded in writing.
3. Defects that cannot reasonably be detected within the periods set above must be reported to the contractor in writing immediately after discovery, but no later than within the applicable guarantee period.
4. Complaints with regard to invoices can only be made in writing within fourteen days after receipt of the invoices, whereby the date of receipt is determined on a day after the date of the relevant invoice.
5. Minor deviations from the usual tolerances will not form grounds for the client to make a claim, demand compensation or request cancellation of the assignment.
6. If a claim is not made within the terms set in this article, the client will lose any claim with regard to those defects.
1. After discovery of any defect, the client is obliged to immediately discontinue the use, processing, processing or installation of the products in question and the client is obliged to provide all cooperation desired by the contractor for the investigation of the complaint, including by the contractor in the the opportunity to carry out an on-site investigation into the circumstances of treatment, processing, installation and/or use.
2. The client has no right to complain with regard to products, in respect of which the contractor cannot check the complaint. The client is not free to return the products before the contractor has agreed to this in writing.
1. The contractor provides the client with a guarantee for material and manufacturing defects for a period of six months after delivery within the meaning of Article 23.
2. The guarantee means that the contractor will repair the errors in the assembly at its own expense or take back the delivered goods in whole or in part and replace them with a new delivery, such at the sole discretion of the contractor. If (parts of) delivered products are replaced to fulfill the guarantee obligation, the replaced (parts of) products become the property of the contractor.
3. All costs that exceed the obligation described above are for the account of the client, such as transport costs, travel costs and costs of disassembly and assembly. If we carry out repair activities on delivered products in the performance of our warranty obligations, the relevant products remain entirely at the risk of the client.
1. The warranty does not apply:
- if the errors are the result of improper use or causes other than faulty materials or manufacturing;
- if the contractor supplies used material or used goods in accordance with the order;
- if the cause of the errors cannot be clearly demonstrated;
- if not all instructions given for the use of the products and other specific applicable warranty regulations have been strictly and completely complied with.
2. The warranty lapses if:
- it concerns errors that are wholly or partly the result of government regulations with regard to the quality or nature of the materials used or with regard to manufacturing;
- the client carries out or has carried out changes and/or repairs to the delivered products on its own initiative during the warranty period;
- the client does not, does not timely or does not properly comply with any obligation arising from this or any other related agreement, such as, among other things, the obligations with regard to inspection and complaints stated in these terms and conditions.
1. If products are provided for processing, repair, etc., a guarantee is only given for the soundness of the execution of the assigned processing.
2. For parts that are not ordered by yourself
1. The contractor's liability is limited to compliance with the guarantee obligation described in the previous section.
2. Except for intent or gross negligence and subject to the warranty obligations, the contractor is never liable for any damage suffered by the client, including consequential damage, immaterial damage, trading loss or environmental damage, or damage as a result of liability towards third parties.
3. If and insofar as the contractor, despite the provisions of paragraphs 1 and 2 of this article, are nevertheless held liable by the competent court in any case, our liability towards the client, for whatever reason, per event (in which a related series events counts as one event), in all cases limited to the amount of the relevant contract sum, excluding turnover tax.
1. The client is obliged to indemnify and indemnify the contractor against all costs, damages and interests that may have arisen for the client as a direct result of third-party claims against the contractor in respect of incidents, acts or omissions during or in the context of the performance of the assignment, for which the contractor is not liable to the client under these terms and conditions.
1. The contractor is not liable for infringement of patents, licenses or other rights of third parties through the use of data provided to the contractor by or on behalf of the client for the performance of the assignment.
2. If the contractor refers in the written agreement concluded with the client or in the order confirmation to technical, safety, quality and/or other regulations relating to the products and their use, the client is deemed to be aware of these, unless the contractor is immediately notified to the contrary in writing. In that case, the contractor will further inform the client about the relevant regulations.
3. The contractor is not liable for damage as a result of delays in deliveries (delay damage).
1. Dutch law applies to all agreements concluded with the contractor, of which these terms and conditions form part or all.
2. The parties are deemed to have elected domicile in the place where the contractor is established.
1. All disputes that arise as a result of agreements concluded with the contractor or these general terms and conditions, unless otherwise prescribed by law, will be subject to the judgment of the competent court of the place where the contractor has its registered office, unless the parties have expressly agreed in writing. otherwise agreed.
1. The applicability of the Vienna Sales Convention is excluded, unless the parties have expressly agreed otherwise in writing.