Please note! The VAT number provided is not valid.

General
Terms and Conditions issued by Koninklijke Metaalunie (the employers’
organisation for small and medium-sized enterprises in the metal industry)
referred to as TERMS AND CONDITIONS OF THE METAALUNIE, filed with the Registry
of the Court of Rotterdam on 1 January 2019.
Publication of the
Koninklijke Metaalunie, P.O. Box 2600, 3430 GA, Nieuwegein. © Koninklijke Metaalunie

 

Article 1:
Scope of application

1.1. These
Terms and Conditions apply to all offers made by a Metaalunie member, to all
agreements that it enters into and to all agreements arising from this, all of
which insofar as the Metaalunie member is the supplier or the contractor.

1.2.
Metaalunie members who apply these Terms and Conditions are referred to as the
Contractor. The other party is referred to as the Client.

1.3. In the
event of conflicts between the agreement entered into by the Client and the
Contractor and these Terms and Conditions, the provisions of the agreement will
prevail.

1.4. These
Terms and Conditions may only be applied by Metaalunie members.

Article 2:
Offers

2.1. All
offers are without obligation. The Contractor is entitled to revoke its offer
up to two working days after it has received the acceptance.

2.2. If
the Client provides the Contractor with information, the Contractor may assume
that it is accurate and complete and will base its offer on this information.
2.3. The prices stated in the offer are denominated in euros, excluding VAT and
other government levies or taxes. The prices do not include travel,
accommodation, packaging, storage and transport costs, nor do they include
costs for loading, unloading and cooperating with customs formalities.

Article 3:
Confidentiality

3.1. All
information provided to the Client by or on behalf of the Contractor, such as
offers, designs, images, drawings and know-how, of whatever nature and in
whatever form are confidential, and the Client will not use it for any purpose
other than for the implementation of the agreement.

3.2. The
Client will not disclose or reproduce the information referred to in paragraph
1 of this article.

3.3. If the
Client infringes one of the obligations referred to in paragraphs 1 and 2 of
this article, it will owe an immediately payable penalty of 1 25,000 for each
infringement. This penalty can be claimed in addition to compensation by virtue
of the law.

3.4. The
Client must return or destroy the information referred to in paragraph 1 of
this article immediately on request, within a period set at the discretion of
the Contractor. If this provision is infringed, the Client will owe the
Contractor an immediately payable penalty of 1 1,000 per day. This penalty can
be claimed in addition to compensation by virtue of the law.

Article 4:
Advice and information provided

4.1. The
Client cannot derive any rights from advice and information provided by the
Contractor that is not directly related to the contract.

4.2. If the
Client provides the Contractor with information, the Contractor may assume that
it is accurate and complete when implementing the agreement.

4.3. The
Client indemnifies the Contractor against any third-party claims related to the
use of advice, drawings, calculations, designs, materials, brands, samples,
models and the like provided by or on behalf of the Client. The Client will
compensate the Contractor for all damage suffered by the Contractor, including
all costs incurred for defence against these claims.

Article 5:
Delivery time/implementation period

5.1.
Delivery times or implementation periods specified are indicative.

5.2. The
delivery time or implementation period only commences once an agreement has
been reached on all commercial and technical details, once all the information,
including final and approved drawings and the like, is in the possession of the
Contractor, the agreed payment (or instalment) has been received, and the other
conditions for the contract have been met.

 5.3. If: a. there are circumstances other than
those known to the Contractor at the time it set the delivery period or
implementation period, the delivery period or implementation period may be
extended by the time the Contractor needs – taking into account its planning –
to implement the contract under these circumstances; b. there are contract
extras, the delivery period or implementation period may be extended by the
time the Contractor needs – taking into account its planning – to have the
materials and parts delivered and to carry out the contract extras; c. the
Contractor suspends its obligations, the delivery period or implementation
period may be extended by the time the Contractor needs – taking into account
its planning – to implement the contract after the reason for the suspension no
longer applies. Unless the Client has evidence to the contrary, the duration of
the extension of the delivery period or implementation period is presumed to be
necessary and to be the result of a situation as referred to above in a to c.

5.4. The
Client is obliged to pay all costs that the Contractor incurs or damages that
the Contractor suffers as a result of a delay in the delivery or implementation
period as stated in paragraph 3 of this article.

5.5. Under
no circumstances does exceeding the agreed delivery or implementation period
give the Client the right to compensation or to terminate the agreement. The
Client indemnifies the Contractor against any third-party claims due to
exceeding the delivery or implementation period.

Article 6:
Delivery and risk transfer

6.1.
Delivery takes place when the Contractor, at its business location, makes the
good available to the Client and has informed the Client that the good is at
its disposal. From that time onwards, the Client bears the risk of the good in
terms of storage, loading, transport and unloading among others.

6.2. The
Client and the Contractor may agree that the Contractor will be responsible for
the transport. In that case too, the Client bears the risk of, inter alia,
storage, loading, transport and unloading. The Client can insure itself against
these risks.

6.3. If a
good is exchanged and the Client retains the good to be exchanged pending
delivery of the new good, the risk of the good to be exchanged remains with the
Client until the time that it hands over the good to the Contractor. If the
Client is unable to deliver the good to be exchanged in the condition in which
it was when the agreement was concluded, the Contractor may terminate the
agreement.

Article 7:
Price changes

The
Contractor may pass on to the Client an increase in cost-determining factors
that occurs after entering into the agreement. The Client is obliged to pay the
price increase immediately on the Contractor’s request.

Article 8:
Force majeure 8.1.

If the
Contractor fails to fulfil its obligations, this cannot be attributed to the
Contractor if this failure is due to force majeure.

8.2. Force
majeure includes, inter alia, if third parties engaged by the Contractor – such
as suppliers, subcontractors and transporters, or other parties that the Client
is dependent on – do not meet their obligations at all or on time, or
circumstances due to weather conditions, natural disasters, terrorism,
cybercrime, disruption of digital infrastructure, fire, power failures, loss,
theft or loss of tools, materials or information, roadblocks, strikes or work
interruptions and import or trade restrictions.

8.3. The
Contractor is entitled to suspend fulfilment of its obligations if it is
temporarily prevented from fulfilling its obligations to the Client due to
force majeure. Once the force majeure circumstances no longer apply, the
Contractor will fulfil its obligations as soon as its planning permits.

8.4. If it
concerns force majeure and fulfilment is or becomes permanently impossible, or
the temporary force majeure circumstances have lasted for more than six months,
the Contractor is entitled to terminate the agreement with immediate effect
either entirely or in part. In those cases, the Client is entitled to terminate
the agreement with immediate effect, but only for that part of the obligations
that the Contractor has not yet fulfilled.

8.5. The
parties are not entitled to compensation for the damages suffered or to be suffered
as a result of the force majeure, suspension or termination as referred to in
this article.

Article 9:
Scope of the work

9.1. The
Client must ensure that all licences, exemptions and other decisions that are
necessary to carry out the work are obtained in good time. The Client is
obliged to send the Contractor a copy of the aforementioned documents
immediately on the Contractor’s request.

9.2. Unless
otherwise agreed in writing, the work does not include: a. groundwork, pile
driving, cutting, breaking, foundation work, masonry, carpentry, plastering,
painting, wallpapering, repair work or other construction work; b. making
connections to gas, water, electricity, internet or other infrastructural
facilities; c. measures to prevent or limit damage to, of theft or loss of
goods present at or near the workplace;d. removing equipment, building
materials or waste; e. vertical and horizontal transport.

Article 10:
Contract extras

10.1.
Changes in the work will in any event lead to contract extras if: a. it
concerns changes in the design, the specifications or the contract documents;
b. the information provided by the Client does not correspond with reality; c.
the estimated quantities deviate by more than 5%.

10.2.
Contract extras are calculated on the basis of the price-determining factors
that apply at the time the extra work is performed. The Client is obliged to
pay the price for the contract extras immediately on the Contractor’s request.

Article 11:
Implementation of the work

11.1. The
Client will ensure that the Contractor can carry out its work undisturbed and
at the agreed time and that it is given the necessary facilities for the
implementation of its work, such as: a. gas, water, electricity and internet;
b. heating; c. lockable dry storage space; d. the facilities prescribed under
the Dutch Working Conditions Act [Arbowet].

11.2. The
Client bears the risk and is liable for damage to and theft or loss of goods
belonging to the Contractor, Client and third parties, such as tools, material
or equipment intended for the work or used for the work, located at or near the
place where the work is carried out or at another agreed location.

11.3.
Notwithstanding the provisions in paragraph 2 of this article, the Client is
obliged to take out adequate insurance against the risks referred to in that
paragraph. In addition, the Client must take out insurance for the risk of
workrelated damage with regard to the equipment to be used. The Client must
send the Contractor a copy of the relevant insurance(s) and proof of payment of
the premium immediately on request. In the event of damages, the Client is
obliged to report this immediately to its insurer for further processing and
settlement.

 

 

Article 12:
Delivery of the work

12.1. The
work is considered to be delivered in the following cases: a. once the Client
has approved the work; b. if the Client has put the work into operation. If the
Client puts part of the work into operation, then that part is considered to
have been delivered; c. if the Contractor has notified the Client in writing
that the work has been completed, and the Client fails to inform the Contractor
in writing that the work has not been approved within 14 days of the day of the
notification; d. if the Client does not approve the work on the grounds of
minor defects or missing parts that can be repaired or delivered within 30 days
and that do not hinder the commissioning of the work.

12.2. If
the Client does not approve the work, it is obliged to inform the Contractor of
this in writing, stating the reasons. The Client must give the Contractor the
opportunity to deliver the work at a later date.

12.3. The
Client indemnifies the Contractor against third-party claims concerning damage
to parts of the work not delivered due to the use of parts of the work that
have already been delivered.

Article 13:
Liability 

13.1. In the event of an attributable failure, the Contractor is
still obliged to fulfil its contractual obligations, with due observance of
Article 14.

13.2. The
Contractor’s obligation to compensate damages – regardless of the grounds – is
limited to the damage against which the Contractor is covered under an
insurance policy taken out by it or on its behalf. However, the scope of this
obligation is never greater than the amount paid out under this insurance in
the case in question.

13.3. If,
for whatever reason, the Contractor does not have the right to invoke paragraph
2 of this article, the obligation to compensate damage is limited to a maximum
of 15% of the total contract amount (excluding VAT). If the agreement consists
of parts or partial deliveries, this obligation is limited to a maximum of 15%
(excluding VAT) of the contract amount for that part or that partial delivery.
If it concerns continuing performance contracts, the obligation to compensate
damage is limited to a maximum of 15% (excluding VAT) of the contract amount
owed over the last twelve months prior to the losscausing event.

13.4. The
following do not qualify for compensation: a. consequential damages.
Consequential damages include inter alia business interruption losses, loss of
production, loss of profit, penalties, transport costs and travel and
subsistence expenses; b. damage to property in the care, custody or control of,
but not owned by the insured party. Among other things, this damage includes
damage caused by or during the performance of the work to goods that are being
worked on or to goods that are located in the vicinity of the place where the
work is being carried out; c. damage as a result of intent or wilful
recklessness by the Contractor’s auxiliary staff or non-managerial
subordinates. The Client can take out insurance for these damages if possible.

13.5. The
Contractor is not obliged to compensate damage to material supplied by or on
behalf of the Client as a result of improper processing.

13.6. The
Client indemnifies the Contractor against all third-party claims due to product
liability as a result of a defect in a product that has been delivered by the
Client to a third party and of which the products or materials supplied by the
Contractor are a part. The Client is obliged to reimburse all the damages
suffered by the Contractor in this respect, including the (full) costs of the
defence.

Article 14:
Guarantee and other claims

14.1.
Unless otherwise agreed in writing, the Contractor guarantees the proper
execution of the agreed performance for a period of six months after delivery
or completion, as detailed in the following paragraphs.

14.2. If
the parties have agreed to deviating guarantee conditions, the provisions of
this article will remain in full force, unless this is in conflict with those
deviating guarantee conditions.

14.3. If
the agreed performance has not been executed properly, the Contractor will
decide within a reasonable period of time whether it will still perform the
work properly or credit the Client for a proportionate part of the contract
amount.

14.4. If
the Contractor opts to still execute the performance properly, it will
determine the manner and time of execution. The Client must in all cases offer
the Contractor the opportunity to do so. If the agreed performance (also)
included the processing of material provided by the Client, the Client must
supply new material at its own expense and risk.

14.5. The
Client is responsible for sending parts or materials that are to be repaired or
replaced by the Contractor to the Contractor’s business location.

14.6. The
following are for the Client’s account: a. all transport or shipping costs; b.
costs for dismantling and assembly; c. travel and subsistence expenses and
travel time.

14.7. The
Contractor is only obliged to implement the guarantee if the Client has
fulfilled all its obligations.

14.8. a.
The guarantee does not cover defects that are the result of: – normal wear and
tear.

– improper
use;

– lack of
maintenance or maintenance carried out incorrectly;


installation, assembly, modification or repairs carried out by the Client or
third parties;

– faulty or
unsuitable goods originating from or prescribed by the Client;

 – faulty or unsuitable materials or tools used
by the Client.

b. No
guarantee is given for: – goods delivered that were not new at the time of
delivery; – inspections and repairs carried out on goods owned by the Client; –
parts that are subject to a manufacturer’s guarantee.

14.9. The
provisions of paragraphs 3 to 8 of this article apply by analogy to any of the
Client’s claims based on breach of contract, non-conformity or any other basis
whatsoever.

 Article 15: Obligation to complain

15.1. The
Client no longer has the right to invoke a defective performance if it has not
complained to the Contractor in writing within fourteen days after it
discovered or should reasonably have discovered the defect.

15.2. The
Client must have filed complaints about the invoice with the Contractor in
writing and within the payment term, subject to forfeiture of all rights. If
the payment term is longer than thirty days, the Client must have filed its
complaint in writing within thirty days of the invoice date at the latest.

Article 16:
Failure to take possession of goods

16.1. The
Client is obliged to take actual possession of the goods that are the subject
of the agreement at the agreed location at the end of the delivery or
implementation period.

16.2. The
Client must cooperate fully and free of charge to enable the Contractor to
deliver the goods.

16.3. Goods
not taken into possession are stored at the Client’s expense and risk.

16.4. If
the provisions of paragraph 1 or 2 of this article are infringed, the Client
will owe the Contractor a penalty for each infringement of 1 250 per day up to
a maximum of 1 25,000, after the Contractor has given notice of default. This
penalty can be claimed in addition to compensation by virtue of the law.

Article 17:
Payment

17.1.
Payment is made at the Contractor’s business address or into an account to be
designated by the Contractor.

17.2.
Unless otherwise agreed, payments must be made within 30 days of the invoice
date.

17.3. If
the Client fails to fulfil its payment obligation, it is obliged to comply with
a request from the Contractor for a tender of payment instead of the agreed
amount. 17.4. The Client’s right to offset its claims against the Contractor or
to suspend the fulfilment of its obligations is excluded, unless the Contractor
has been granted a suspension of payments or is bankrupt or the statutory debt
adjustment scheme applies to the Contractor.

17.5.
Irrespective of whether the Contractor has fully executed the agreed
performance, everything that the Client owes or will owe it under the agreement
is immediately due and payable if: a. a payment term has been exceeded; b. the
Client does not fulfil its obligations under Article 16; c. the Client has
filed for bankruptcy or suspension of payments; d. the Client’s goods or claims
have been attached;

e. the
Client (a company) is dissolved or wound up; f. the Client (a natural person)
files a application to be admitted to the statutory debt adjustment scheme, is
placed under a guardianship order or has died.

17.6. If
payment is delayed, the Client will owe interest on that sum to the Contractor
with effect from the day following the day agreed as the final day of payment
up to and including the day on which the Client settles the amount in question.
If the parties have not agreed on the final day of payment, the interest is due
from 30 days after the sum has become due and payable. The interest is 12% per
year, but is equal to the statutory interest if this is higher. For the
interest calculation, a part of the month is considered to be a full month. At
the end of each year, the amount on which the interest is calculated will be
increased by the interest due for that year.

17.7. The
Contractor is entitled to offset its debts to the Client against claims that
companies affiliated to the Contractor have against the Client. In addition,
the Contractor is entitled to offset its claims to the Client against debts
that companies affiliated to the Contractor have against the Client.
Furthermore, the Contractor is entitled to offset its debts to the Client
against claims against companies affiliated to the Client. ‘Affiliated
companies’ means all companies belonging to the same group, within the meaning
of Book 2, Section 24b of the Dutch Civil Code, and a participation within the
meaning of Book 2, Section 24c of the Dutch Civil Code.

17.8. For
late payments, the Client owes the Contractor all extrajudicial costs with a
minimum of 1 75. These costs are calculated on the basis of the following
table, i.e., the principal sum plus interest: on the first 13,000 15% on the
excess up to 1 6,000 10% on the excess up to 1 15,000 8% on the excess up to 1
60,000 5% on the excess from 1 60,000 or more 3% The extrajudicial costs
actually incurred are due if they are higher than the calculation given above.

17.9. If
judgment is rendered in favour of the Contractor in legal proceedings, either
entirely or for the most part, the Client will bear all costs incurred in
connection with these proceedings.

Article 18:
Securities

18.1.
Irrespective of the agreed payment terms, the Client is obliged to provide
sufficient security for payment immediately on the Contractor’s request and at
its discretion. If the Client does not comply with this provision within the
set time limit, it will immediately be in default. In that case, the Contractor
has the right to terminate the agreement and to recover its damages from the
Client.

18.2. The
Contractor remains the owner of the delivered goods as long as the Client: a.
has not fulfilled its obligations under any agreement with the Contractor; b.
claims arising from non-fulfilment of the aforementioned agreements, such as
damage, penalties, interest and costs, have not been settled.

18.3. As
long as the delivered goods are subject to retention of title, the Client may
not encumber or dispose of these goods other than in the course of its normal
business operations. This provision has effect under property law.

18.4. After
the Contractor has invoked its retention of title, it may take back the
delivered goods. The Client will cooperate fully with this.

18.5. If
the Client has fulfilled its obligations after the Contractor has delivered the
goods to it in accordance with the agreement, the retention of title with
respect to these goods is revived if the Client does not fulfil its obligations
under an agreement entered into subsequently.

18.6. The
Contractor has a right of pledge and a right of retention on all goods that it
has or may receive from the Client on any grounds whatsoever and for all claims
that it has or might have against the Client. Article

19:
Intellectual property rights

19.1. The
Contractor is considered to be the maker, designer or inventor of the works,
models or inventions created in the context of the agreement. The Contractor
therefore has the exclusive right to apply for a patent, trademark or model.

19.2. The
Contractor will not transfer any intellectual property rights to the Client in
the implementation of the agreement.

19.3. If the
performance to be delivered by the Contractor (also) includes providing
computer software, the source code will not be handed over to the Client. The
Client will only acquire a non-exclusive, worldwide and perpetual licence for
use for the computer software solely for the purpose of the normal use and
proper functioning of the good. The Client is not permitted to transfer the
licence or to issue a sub-licence. When the Client sells the good to a third
party, the licence transfers by operation of law to the acquirer of the good.

19.4. The
Contractor disclaims liability for damages that the Client suffers as a result
of an infringement of third-party intellectual property rights. The Client
indemnifies the Contractor against any third-party claims related to an
infringement of intellectual property rights.

Article 20:
Assignment of rights or obligations The Client may not assign or pledge any
rights or obligations pursuant to any article in these General Terms and
Conditions or the underlying agreement(s), unless it has the prior written
consent of the Contractor. This provision has effect under property law.

Article 21:
Returns

21.1. The customer can return the product in original state, which means undamaged, within 30 days.

 

21.2. The customer needs to provide the reason of return to StyliCleaner b.v. preferred by mail.

21.3 The customer is liable for the return shipping. Any losses of the return shipment will not fall under reponsibility of StyliCleaner b.v.

21.4 Refund payments will be transferred within 60 days after the returned article has arrived. In case a dispute arises concerning the state of the article, the refund will be stalled untill the dispute is sorted. 

Article 22:
Cancellation or termination of the agreement

22.1. The
Client is not entitled to cancel or terminate the agreement, unless the
Contractor agrees to this. If the Contractor agrees, the Client will owe the
Contractor an immediately due and payable compensation equal to the agreed
price, less the savings for the Contractor as a result of the termination. The
compensation will be at least 20% of the agreed price.

21.3. If
the price depends on the actual costs to be incurred by the Contractor (on a
cost-plus basis), the compensation as referred to in the first paragraph of
this article is estimated based on the sum of the costs and labour and the
profit that the Contractor would have made for the entire contract.

Article 23:
Applicable law and competent court

22.1. Dutch
law applies.

22.2. The
Vienna Sales Convention (CISG) does not apply, nor does any other international
regulation that may be excluded.

22.3. The
Dutch civil court with jurisdiction in the Contractor’s place of business is
authorised to take cognisance of any disputes. The Contractor may deviate from
this rule governing jurisdiction and rely on the statutory rules governing
jurisdiction instead.

These Terms
and Conditions constitute a comprehensive translation of the Dutch version of
the Terms and Conditions of the Metaalunie as filed with the Registry of the
Court of Rotterdam on 1 January 2019. The Dutch version will prevail in the
explanation and interpretation of this text.