Terms & Conditions

We supply consumers and companies. There are distinctive conditions for consumers and companies:

  1. for consumers: VALKENPOWER B.V. TERMS AND CONDITIONS DISTANCE AGREEMENT
  2. for companies: METAALUNIEVOORWAARDEN

You can find both conditions below:
(it is also possible to ask us for a PDF version of one of these conditions)

VALKENPOWER B.V. TERMS AND CONDITIONS DISTANCE AGREEMENT

Article 1: Definitions

    In these general terms and conditions, the following terms shall have the following meaning:

  1. Valkenpower B.V.: a legal person who offers distance products and/or services to consumer.
  2. Consumer: the natural person who, not acting in the exercise of a profession or business, orders or purchases a product from Valkenpower B.V.
  3. Distance agreement: every agreement between Valkenpower B.V. and the consumer within the scope of a system organized to sell products and/or services at a distance, such as internet, web shop, order, fax offer or telemarketing whereby there is no communication between the consumer and Valkenpower B.V. before the agreement.
  4. Agreement outside the sales area: any agreement between Valkenpower B.V. and consumers concluded at a place other than the sales area of Valkenpower B.V., such as fairs and events.
  5. Time for reflection: the term during which the consumer can use his or her right of revocation of the distance agreement, which starts on the day when the purchased product is received or the service is agreed.
  6. Revocation: the opportunity that the consumer has to decide not to accept the distance agreement or the agreement outside the sales area.

Article 2: Identity of Valkenpower B.V.

Valkenpower B.V. Industrieweg 4 6051AE Maasbracht / Haverkamp 11 6051AC Maasbracht
Tel. 0031 (0)475 461504 / 0031 (0)475 463596
Fax. 0031 (0)475 465541 / 0031 (0)475 465027
info@valkenpower.com
KVK: 13009276 BTWnr: NL009628423B01

Article 3: General

  1. These general terms and conditions apply to every offer made by Valkenpower B.V. and to every distance agreement concluded between Valkenpower B.V. and the consumer.
  2. Before the distance agreement or the agreement outside the sales area is concluded, these terms and conditions are made available for the consumer. This is done by a file with terms and conditions on the website of Valkenpower B.V. with the obligation for the consumer to agree with the terms and conditions.
  3. Valkenpower B.V. is also allowed to make the terms and conditions available electronically, provided that this is done before the agreement between Valkenpower B.V. and the consumer is completed.

Article 4: Offer

  1. The offer of products and services at the distance agreement or the agreement outside the sales area is done with the mentioning of relevant information, such as the duration of the offer, the terms and conditions under which the offer is made, and contain information that is of such a nature that it is clear to the consumer what rights and obligations are attached to accepting the offer, in particular the total price of the service or the product including taxes, any costs of delivery, the way of payment, any costs of communication with Valkenpower B.V., the delivery and performance.
  2. The offer contains a full and accurate description of the products and/or services offered. The description is sufficiently detailed to enable the consumer to be able to properly assess the offer. The images used by Valkenpower B.V. are truthful views of the offered products and services, only the model or color of the product can deviate. Obvious mistakes or errors in the offer do not bind Valkenpower B.V.
  3. During the term of the offer the price of a product will not be increased, unless there are changes in the VAT rates or when the prices are variable because of possible fluctuations in the financial markets.

Article 5: Agreement

  1. Subject to the provision in sub paragraph 4, the agreement comes into effect the moment at which the consumer accepts the offer and the conditions are fulfilled.
  2. Valkenpower B.V. confirms the distance agreement electronically if the acceptance of the offer by the consumer is received. The consumer can terminate the agreement as long as Valkenpower B.V. has not yet confirmed the receipt of the accepted offer.
  3. When the agreement is established electronically, Valkenpower B.V. takes appropriate technical and organizational measures to ensure the security of the transfer. If the consumer can pay electronically, Valkenpower B.V. takes as much appropriate safety measures as possible.
  4. Valkenpower B.V. can inquire whether the consumer is able to fulfill his/her payment obligations and find out any facts and factors that may be significant to whether or not concluding a distance agreement is justified. If, on the grounds of such inquiry, Valkenpower B.V. has valid grounds not to conclude the agreement, she is entitled to refuse an order or to attach special terms and conditions to the execution of the agreement.

Article 6: Durations of transactions

  1. The consumer can at any time terminate an agreement that has been concluded as an open-ended contract, on condition that the notice is done by letter and subject to a maximum notice term of one month.
  2. An agreement for a definite period has a duration of maximum two years. If it is agreed that the silence of the consumer will renew the agreement, it will be continued as an agreement for indefinite period, with a maximum notice term of one month for termination.

Article 7: Revocation

  1. If products or services are purchased, the consumer has the right to revoke the agreement in writing, without giving reasons for doing so, within a term of 14 days. This time for reflection starts on the day that the consumer receives the product or from the start of the agreement if it is a service. Revocation is only valid if the consumer fills in the standard form and sends it back to Valkenpower B.V. This standard form is always concluded with the agreement and can be requested at Valkenpower B.V. at all times.
  2. The consumer has the right to revoke only if the products are complete, undamaged and unused and can be returned in original packaging. When the consumer already received the product, Valkenpower B.V. will wait with the refund until the product is received back. Or until the consumer can prove that the product is sent back.
  3. The consumer has no right to revoke if the product is specially made for the consumer, Valkenpower B.V. already started the execution, the prices are bounded to fluctuations in the financial markets on which Valkenpower B.V. does not have any influence, or when things are clearly form a personal nature.
  4. If the consumer uses the right of revocation, products have to be returned together with all accessories, in the original state and packaging, in accordance with the instructions provided by Valkenpower B.V.
  5. If the consumer uses the right of revocation, all costs for returning the products will be borne by the consumer. Valkenpower B.V. will give an indication of these costs.
  6. If the consumer has paid an amount and decided to revoke, Valkenpower B.V. will return the full amount so far, including shipping (excluding any additional costs incurred by the consumer choice for another delivery method than the cheapest standard way), as quickly as possible, but within 14 days, to the consumer. If the consumer only returns a part of the order, the shipping costs remain borne for the consumer.

Article 8: Conformity

  1. Valkenpower B.V. guarantees that the products and services answer to the agreement and the specifications of the offer. Valkenpower B.V. guarantees that the product contains the properties, given all the circumstances, including the price, are necessary for normal use and for special use as agreed.
  2. Valkenpower B.V. does not guarantee the reliability of the product if the consumer has not used the product the way it should be used, as indicated in the instructions, given by Valkenpower B.V. or the manufacturer.

Article 9: Delivery

  1. Delivery dates specified by Valkenpower B.V. are always indicative; a delivery date is not a deadline within the meaning of article 6:36 sub a BW, provided that such period shall not exceed 30 days from the conclusion of the agreement. If the delivery is delayed or only partially executed, the consumer receives notice thereof within 30 days. In this case the consumer may terminate the agreement without any charges.
  2. After termination, Valkenpower B.V. will refund the amount which is paid by the consumer, as soon as possible and within 30 days.
  3. If the supply of a product purchased seems impossible, Valkenpower B.V. will endeavor to arrange a replacement product. Not later than at the delivery, the consumer will be informed clear and understandable that there is a replacement product. With a replacement product the consumer also has the right to revoke.

Article 10: Payment

  1. Unless otherwise agreed, payment shall be made no later than at the delivery. Valkenpower B.V. can require the consumer to a prepayment up to 50% of the agreed price.
  2. Valkenpower B.V. can offer the consumer various payment options, such as Ideal and credit card in a secured environment. Bank details of the consumer will not be saved by Valkenpower B.V. The consumer is aware of the risks with online payment. Online payments are at the risks of the consumer. Valkenpower B.V. is in no way responsible for the way the consumer makes his payments.
  3. If the consumer fails to pay, Valkenpower B.V. has the right to charge legal interest from the consumer, from the time of default. Furthermore Valkenpower B.V. can file collection costs, which can cost a minimum of €40,- and a maximum of €6.775,-. The filing takes place indicating the Council Decision compensation for extrajudicial collection costs will decide the total amount, which needs to be paid within 14 days.

Article 11: Retention

  1. All products delivered by Valkenpower B.V., remain the property of Valkenpower B.V. until the consumer has paid everything.
  2. As long as the ownership of the delivered products is not transferred to the consumer, he is not allowed to pledge these products or establish other rights.

Article 12: Complaints

  1. The consumer has to check, whether Valkenpower B.V. has fulfilled the agreement, as soon as possible after the delivery of the product or after the provided service. This must be done within 7 days.
  2. Complaints relating to the agreement must be submitted in writing to Valkenpower B.V., within 14 days, as soon as the consumer has detected the defects. The delivery is considered alright, if the complaint is not received within 14 days.
  3. If the complaint is received on time, the consumer gives Valkenpower B.V. the opportunity to investigate the complaint. If the complaint is right, the consumer grants Valkenpower a reasonable time for repair or replacement of the service or product provided.
  4. If the complaint cannot be resolved by mutual deliberation, there is a dispute which can be mediated by the Koninklijke Metaalunie (the Dutch organization for small and medium-sized enterprises in the metal industry).

Article 13: Liability

  1. Except for intent or deliberate recklessness Valkenpower B.V., its staff or third parties which they operate with, is not liable for damage caused during the execution of work.
  2. The liability of Valkenpower B.V. is limited to the amount of the payment made by the insurance company, to the extent that the liability is covered. If it is not covered by the insurance, the liability is limited to the value of the product or the service.

Article 14: Privacy

  1. By entering into an agreement through the web shop of Valkenpower B.V., the consumer provides personal data to Valkenpower B.V., such as name, address, telephone number and email address. The personal data is saved in the customer base of Valkenpower B.V.. Valkenpower B.V. can use this information to approach the consumer unasked for offers and suchlike, unless the consumer expressly indicates not to appreciate this.
  2. Valkenpower B.V. only saves and uses email addresses which are provided with the explicit permission to use them for marketing purposes.
  3. The consumer can withdraw this permission at all times.
  4. It is forbidden for Valkenpower B.V. to provide personal information of consumers to third parties, except if there is a legal obligation.

Article 15: Arbitration rules

  1. All agreements between Valkenpower B.V. and consumers to which these terms and conditions apply, are governed exclusively by Dutch law.
  2. Unless compelling provisions do not allow this, the competent judge will be appointed, in the place where Valkenpower B.V. is situated.

Article 16: Final provision

  1. Valkenpower B.V. is entitled to change these terms and conditions.
  2. Changes in these conditions are effective only after they have been published in an appropriate manner. When a change in these conditions is made during an offer, apply the most favorable conditions for the consumer.

Article 17: Textual differences between Dutch, English and German

This document was drawn up in Dutch. The Dutch version shall prevail in any dispute arising from a translation of this document.



METAALUNIE TERMS AND CONDITIONS

General Terms and Conditions issued by Koninklijke Metaalunie (the Dutch organization for small and medium-sized enterprises in the metal industry), referred to as the METAALUNIE TERMS AND CONDITIONS, filed at the Registry of the Rotterdam District Court on 1 January 2014. Issued by Koninklijke Metaalunie, P.O. Box 2600, 3430 GA Nieuwegein, the Netherlands. Koninklijke Metaalunie

Article 1: Applicability

  1. These Terms and Conditions apply to all offers made by members of Koninklijke Metaalunie, all agreements they conclude and all agreements that may result therefrom, all this in so far as the Metaalunie member is offeror or supplier.
  2. A Metaalunie member using these Terms and Conditions is referred to as the Contractor. The other party is referred to as the Client.
  3. In the event of any conflict between the substance of the agreement concluded between the Contractor and the Client and these Terms and Conditions, the provisions of the agreement will prevail.
  4. These Terms and Conditions may only be used by Metaalunie members.

Article 2: Offers

  1. All offers are without obligation.
  2. If the Client provides the Contractor with data, drawings and the like, the Contractor may rely on their accuracy and completeness and will base its offer on the same.
  3. The prices stated in the offer are based on delivery ex works, Contractors place of establishment, in accordance with the Incoterms 2010. Prices are exclusive of VAT and packaging.
  4. If the Client does not accept the Contractors offer, the Contractor is entitled to charge the Client for all costs incurred by the Contractor in making the offer to the Client.

Article 3: Intellectual property rights

  1. Unless otherwise agreed in writing, the Contractor retains the copyright and all industrial property rights in the offers made by it and in the designs, pictures, drawings, models (including trial models), software and the like provided by it.
  2. The rights in the data referred to in paragraph 1 of this article will remain the property of the Contractor irrespective of whether the costs of their production have been charged to the Client. These data may not be copied, used or shown to third parties without the Contractors prior express written consent. The Client will owe the Contractor an immediately payable penalty of  25,000 for each breach of this provision. This penalty may be claimed in addition to damages pursuant to the law.
  3. On the Contractors first demand, the Client must return the data provided to it as referred to in paragraph 1 of this Article within the time limit set by the Contractor. Upon breach of this provision, the Client will owe the Contractor an immediately payable penalty of  1,000 per day. This penalty may be claimed in addition to damages pursuant to the law.

Article 4: Advice and information provided

  1. The Client cannot derive any rights from advice or information it obtains from the Con- tractor if this does not relate to the assignment.
  2. If the Client provides the Contractor with data, drawings and the like, the Contractor may rely on their accuracy and completeness in the performance of the agreement.
  3. The Client indemnifies the Contractor from and against all liability to third parties relating to use of the advice, drawings, calculations, designs, materials, samples, models and the like provided by or on behalf of the Client.

Article 5: Delivery period / performance period

  1. The delivery period and/or performance period will be set by the Contractor on an approximate basis.
  2. In setting the delivery period and/or performance period, the Contractor will assume that it will be able to perform the assignment under the conditions known to it at that time.
  3. The delivery period and/or performance period will only commence once agreement has been reached on all commercial and technical details, all necessary data, final and approved drawings and the like are in the Contractors possession, the agreed payment or instalment has been received and the necessary conditions for performance of the assignment have been satisfied.
    1. In the event of circumstances that differ from those that were known to the Con- tractor when it set the delivery period and/or performance period, it may extend the delivery period and/or performance period by such period as it needs to per- form the assignment under such circumstances. If the work cannot be incorporated into the Contractors schedule, it will be performed as soon as the Contractors schedule so permits.
    2. In the event of any contract addition, the delivery period and/or performance period will be extended by such period as the Contractor needs to (cause to) supply the materials and parts for such work and to perform the contract addition. If the contract addition cannot be incorporated into the Contractors schedule, the work will be performed as soon as the Contractors schedule so permits. c.
    3. If the Contractor suspends its obligations, the delivery period and/or performance period will be extended by the duration of the suspension. If the continuation of the work cannot be incorporated into the Contractors schedule, the work will be performed as soon as the Contractors schedule so permits.
    4. In the event of inclement weather, the delivery period and/or performance period will be extended by the resulting delay.
    5. The Client is required to pay all costs incurred by the Contractor as a result of delay affecting the delivery period and/or performance period as referred to in Article 5.4.
    6. If the delivery period and/or performance period is/are exceeded, this will in no event entitle to damages or termination.

Article 6: Transfer of risk

  1. Delivery will be made ex works, Contractors place of establishment, in accordance with the Incoterms 2010. The risk attached to the good passes to the Client at the time the Contractor makes the good available to the Client.
  2. Notwithstanding the provisions in paragraph 1 of this article, the Client and Contractor may agree that the Contractor will arrange for transport. In that event, the risk of storage, loading, transport and unloading will be borne by the Client. The Client may insure itself against these risks.
  3. In the event of a purchase in which a good is exchanged (inruil) and the Client retains the good to be exchanged pending delivery of the new good, the risk attached to the good to be exchanged remains with the Client until it has placed this good in the possession of the Contractor. If the Client cannot deliver the good to be exchanged in the condition that it was in when the agreement was concluded, the Contractor may terminate the agreement.

Article 7: Price change

  1. The Contractor may pass on to the Client any increase in costing factors occurring after conclusion of the agreement.
  2. The Client will be obliged to pay the price increase as referred to in paragraph 1 of this article on any of the occasions below, such at the discretion of the Contractor:
    1. upon the occurrence of the price increase;
    2. at the same time as payment of the principal sum;
    3. on the next agreed payment deadline.

Article 8: Force majeure

  1. The Contractor is entitled to suspend performance of its obligations if it is temporarily prevented from performing its contractual obligations to the Client due to force majeure.
  2. Force majeure is understood to mean, inter alia, the circumstance of failure by suppliers, the Contractors subcontractors or transport companies engaged by the Contractor to perform their obligations or perform them in good time, weather conditions, earthquakes, fire, power failure, loss, theft or destruction of tools or materials, road blocks, strikes or work stoppages and import or trade restrictions.
  3. If the Contractors temporary inability to perform lasts for more than six months, it will no longer be entitled to suspend performance. On expiry of this deadline, the Client and the Contractor may terminate the agreement with immediate effect, but only as regards such part of the obligations that has not yet been performed.
  4. In the event of force majeure where performance is or becomes permanently impossible, both parties are entitled to terminate the agreement with immediate effect as regards such part of the obligations that has not yet been performed.
  5. The parties will not be entitled to compensation for damage suffered or to be suffered as a result of suspension or termination as referred to in this article.

Article 9: Scope of the work

  1. The Client must ensure that all licences, exemptions and other administrative decisions necessary to carry out the work are obtained in good time. The Client is required upon the Contractors first demand to send the Contractor a copy of the documents mentioned above.
  2. The price of the work does not include:
    1. the costs of earthwork, pile driving, cutting, breaking, foundation work, cementing, carpentry, plastering, painting, wallpapering, repair work or other construction work;
    2. the costs of connecting gas, water, electricity or other infrastructural facilities;
    3. the costs of preventing or limiting damage to any goods present on or near the work site.
    4. the costs of removal of materials, building materials or waste;
    5. travel and accommodation expenses.

Article 10: Changes to the work

  1. Changes to the work will in any event result in contract variations work if:
    1. the design, specifications or contract documents are changed;
    2. the information provided by the Client is not factually accurate;
    3. quantities diverge by more than 10% from the estimates.
  2. Contract additions will be charged on the basis of the pricing factors applicable at the time the contract addition is performed. Contract deductions will be charged on the basis of the pricing factors applicable at the time the agreement was concluded.
  3. The Client will be obliged to pay the price of the contract addition as referred to in paragraph 1 of this article on any of the occasions below, such at the discretion of the Con- tractor:
    1. when the contract addition arises;
    2. at the same time as payment of the principal sum;
    3. on the next agreed payment deadline.
    4. If the sum of the contract deduction exceeds that of the contract addition, in the final settlement the Contractor may charge the Client 10% of the difference. This provision does not apply to contract deductions that result from a request by the Contractor.

Article 11: Performance of the work

  1. The Client will ensure that the Contractor can carry out its activities without interruption and at the agreed time and that the requisite facilities are made available to it when carrying out its activities, such as:
    1. gas, water and electricity;
    2. heating;
    3. lockable and dry storage space;
    4. facilities required pursuant to the Working Conditions Act and Working Conditions Regulations.
  2. The Client bears the risk of and is liable for any damage connected with loss, theft, burning and damage to goods belonging to the Contractor, the Client and third parties, such as tools, materials intended for the work or material used in the work, that are located on the work site or at another agreed location.
  3. The Client is obliged to adequately insure itself against the risks referred to in paragraph 2 of this article. In addition, the Client must procure insurance of work-related damage as regards the material to be used. Upon the Contractor first demand, the Client must send it a copy of the relevant insurance policy/policies and proof of payment of the premium. In the event of any damage, the Client is required to report this to its insurer without delay for further processing and settlement.
  4. If the Client fails to perform its obligations as described in the previous paragraphs and this results in delayed performance of the activities, the activities will be carried out as soon as the Client performs its obligations as yet and the Contractors schedule so per- mits. The Client is liable for all damage suffered by the Contractor as a result of the de- lay.

Article 12: Completion of the work

  1. The work is deemed to be completed in the following events:
    1. When the Client has approved the work;
    2. When the work is been taken into commission by the Client. If the Client takes part of the work into commission, that part will be deemed to be completed;
    3. If the Contractor notifies the Client in writing that the work has been completed and the Client does not inform it in writing as to whether or not the work is approved within 14 days of such notification having been made;
    4. If the Client does not approve the work due to minor defects or missing parts that can be rectified or subsequently delivered within 30 days and that do not prevent the work from being taken into commission.
    5. If the Client does not approve the work, it is required to inform the Contractor of this in writing, stating reasons. The Client must provide the Contractor with the opportunity to complete the work as yet.
    6. The Client indemnifies the Contractor from and against any claims by third parties for damage to non-completed parts of the work caused by use of parts of the work that have already been completed.

Article 13: Liability

  1. In the event of an attributable failure, the Contractor is obliged to perform its contractual obligations as yet.
  2. The Contractors obligation to pay damages, irrespective of the legal basis, is limited to damage for which the Contractor is insured under an insurance policy taken out by it or on its behalf, but will never exceed the amount paid out under this insurance in the relevant case.
  3. If, for any reason whatsoever, the Contractor cannot invoke the limitation in paragraph 2 of this article, the obligation to pay damages will be limited to a maximum of 15% of the total assignment amount (excluding VAT). If the agreement comprises parts or partial deliveries, the obligation to pay damages is limited to a maximum of 15% (excluding VAT) of the assignment amount of that part or that partial delivery.
  4. The following does not qualify for compensation:
    1. consequential loss, including business interruption loss, production loss, loss of profit, transport costs and travel and accommodation expenses. The Client may insure itself against this damage if possible;
    2. damage to goods in or under its care, custody or control. Such damage includes damage caused as a result of or during the performance of the work to goods on which work is being performed or to goods situated in the vicinity of the work site. The Client may insure itself against such damage if it so desires;
    3. damage caused by the intent or wilful recklessness of agents or non-management employees of the Contractor.
  5. The Contractor is not liable for damage to material provided by or on behalf of the Client where that damage is the result of improper processing.
  6. The Client indemnifies the Contractor from and against all claims by third parties on account of product liability as a result of a defect in a product supplied by the Client to a third party and that consisted, entirely or partially, of products and/or materials supplied by the Contractor. The Client is obliged to compensate all damage suffered by the Contractor in this respect, including the full costs of defence.

Article 14: Warranty and other claims

  1. Unless otherwise agreed in writing, the Contractor warrants the proper execution of the agreed performance for a period of six months after delivery/completion. In the event that a different warranty period is agreed, the other paragraphs of this article are also applicable.
  2. If the agreed performance was not properly executed, the Contractor will decide whether to properly execute it as yet or to credit the Client for a proportionate part of the in- voice amount. If the Contractor chooses to properly execute the performance as yet, it will determine the manner and time of execution itself. If the agreed performance consisted (entirely or partially) of the processing of material provided by the Client, the Client must provide new material at its own risk and expense.
  3. Parts or materials that are repaired or replaced by the Contractor must be sent to the Contractor by the Client.
  4. The Client bears the expense of:
    1. all costs of transport or dispatch;
    2. costs of disassembly and assembly;
    3. travel and accommodation expenses.
  5. The Client must in all cases offer the Contractor the opportunity to remedy any defect or to perform the processing again.
  6. The Client may only invoke the warranty once it has satisfied all its obligations to the Contractor.
  7. a.No warranty is given if the defects result from:
    • normal wear and tear;
    • improper use;
    • lack of maintenance or improper maintenance;
    • installation, fitting, modification or repair by the Client or third parties;
    • defects in or unsuitability of goods originating from, or prescribed by, the Client;
    • defects in or unsuitability of materials or auxiliary materials used by the Client.
    b. No warranty is given in respect of:
    • goods supplied that were not new at the time of delivery;
    • the inspection and repair of goods of the Client;
    • parts for which a manufacturers warranty has been provided.
  8. The provisions of paragraphs 2 to 7 of this article apply mutatis mutandis to any claims by the Client based on breach of contract, non-conformity or on any other basis whatsoever.
  9. The Client cannot assign any rights under this article.

Article 15: Obligation to complain

  1. The Client can no longer invoke a defect in performance if it does not make a written complaint to the Contractor in respect thereof within fourteen days of the date it discovered, or should reasonably have discovered, the defect.
  2. On pain of forfeiture of all rights, the Client must submit complaints regarding the amount invoiced to the Contractor in writing within the payment deadline. If the pay- ment deadline is longer than thirty days, the Client must complain no later than thirty days after the date of the invoice.

Article 16: Failure to take delivery of goods

  1. Upon expiry of the delivery period and/or performance period, the Client is obliged to take delivery of the good or goods forming the subject of the agreement.
  2. The Client must lend all cooperation that can be reasonably expected from it to enable the Contractor to make the delivery.
  3. If the Client does not take delivery of goods, such goods will be stored at the risk and expense of the Client.
  4. Upon breach of the provisions in paragraphs 1 and/or 2 of this article, the Client will owe the Contractor a penalty of  250 per day, to a maximum of 25,000. This penalty may be claimed in addition to damages pursuant to the law.

Article 17: Payment

  1. Payment will be made at the Contractors place of establishment or to an account to be designated by the Contractor.
  2. Unless agreed otherwise, payment will be made as follows:
    1. in cash where sale is at the service desk;
    2. in the case of payments in instalments:
      • 40% of the total price upon assignment;
      • 50% of the total price after supply of the material or, if delivery of the material is not included in the assignment, after commencement of the work;
      • 10% of the total price upon completion;
    3. in all other cases, within thirty days of the date of the invoice.
  3. If the Client fails to comply with its payment obligation, instead of paying the sum of money agreed it will be obliged to comply with a request by the Contractor for payment in kind (inbetalinggeving).
  4. The right of the Client to set off or suspend amounts it is owed by the Contractor, save in the event of the Contractors bankruptcy or if statutory debt rescheduling applies to the Contractor.
  5. Irrespective of whether the Contractor has fully executed the agreed performance, everything that is or will be owed to it by the Client under the agreement is immediately due and payable if:
    1. deadline for payment has been exceeded;
    2. an application has been made for the Clients bankruptcy or suspension of payments;
    3. attachment is levied on the Clients goods or claims;
    4. the Client (a company) is dissolved or wound up.
    5. the Client (a natural person) requests to be admitted to statutory debt rescheduling, is placed under guardianship or dies.
  6. If payment is not made within the agreed payment deadline, the Client will immediately owe interest to the Contractor. The interest rate is 12% per annum, but is equal to the statutory interest rate if the latter rate is higher. When calculating interest, part of a month is regarded as a whole month.
  7. The Contractor is authorised to set off its debts to the Client with amounts owed by the Client to companies affiliated with the Contractor. In addition, the Contractor is authorised to set off amounts owed to it by the Client with debts to the Client of companies affiliated with the Contractor. Further, the Contractor is authorised to set off its debts to the Client with amounts owed to the Contractor by companies affiliated with the Client. Affiliated companies are understood to mean the companies belonging to the same group, within the meaning of Article 2:24b Dutch Civil Code, and participating interests within the meaning of Article 2:24c Dutch Civil Code.
  8. If payment is not made within the agreed payment deadline, the Client will owe the Contractor all extrajudicial costs, with a minimum of € 75,- These costs will be calculated on the basis of the following table (principal sum plus interest):
    on the first € 3.000,- 15%
    on any additional amount up to € 6.000,- 10%
    on any additional amount up to€ 15.000,- 8%
    on any additional amount up to € 60.000,- 5%
    on any additional amount from € 60.000,- 3%
    The extrajudicial costs actually incurred will be owed if these are higher than they would be according to the above calculation.
  9. If judgment is rendered in favour of the Contractor in legal proceedings, all costs that it has incurred in relation to these proceedings will be borne by the Client.

Article 18: Security

  1. Irrespective of the agreed payment conditions, upon the first demand of the Contractor the Client is obliged to provide such security for payment as the Contractor deems sufficient. If the Client does not comply with such demand within the period set, it will immediately be in default. In that event, the Contractor is entitled to terminate the agreement and to recover its damage from the Client.
  2. The Contractor will retain ownership of any goods delivered as long as the Client:
    1. fails or will fail in the performance of its obligations under this agreement or other agreements;
    2. has not paid debts that have arisen due to non-performance of the aforementioned agreements, such as damage, penalties, interest and costs.
  3. As long the goods delivered are subject to retention of title, the Client may not encumber or alienate the same other than in the ordinary course of its business.
  4. Once the Contractor has invoked its retention of title, it may take possession of the goods delivered. The Client will lend its full cooperation to this end.
  5. The Contractor has a right of pledge and a right of retention in respect of all goods that are or will be held by it for any reason whatsoever and for all claims it has or might acquire against the Client in respect of anyone seeking their surrender.
  6. If, after the goods have been delivered to the Client by the Contractor in accordance with the agreement, the Client has met its obligations, the retention of title will be revived with regard to such goods if the Client does not meet its obligations under any agreement subsequently concluded.

Article 19: Termination of the Agreement

If the Client wishes to terminate the agreement without the Contractor being in default, and the Contractor agrees to this, the agreement will be terminated by mutual consent. In that case, the Contractor is entitled to compensation for all financial loss, such as loss suffered, loss of profit and costs incurred.

Article 20: Applicable law and competent court

  1. Dutch law applies.
  2. The Vienna Sales Convention (C.I.S.G.) does not apply, nor do any other international regulations the exclusion of which is permitted.
  3. Disputes will be heard exclusively by the Dutch civil court with jurisdiction over the Contractors place of establishment, unless this is contrary to mandatory law. The Contractor may deviate from this rule of jurisdiction and apply the statutory rules of jurisdiction.