General Terms and Conditions issued by Koninklijke Metaalunie (entrepreneurs’ organisation for small and medium-sized enterprises in the metal industry)
similarly as METAALUNIE CONDITIONS, filed with the Registrar of the District Court of Rotterdam on January 1, 2019.
Published by Koninklijke Metaalunie, PO Box 2600, 3430 GA Nieuwegein.
Article 1: Applicability
1.1. These conditions apply to all tenders issued by an employee of Metaalunie, to all agreements concluded by him and to all agreements
that arise from this, insofar as the Metaalunie member offers
1.2. The Metaalunie employee who uses these conditions is considered the contractor. The other party is regarded as the principal.
1.3. In the event of a conflict between the content of the agreement concluded between the client and the contractor and these terms and conditions, the provisions of the agreement shall prevail.
1.4. These conditions may only be used by employees of Metaalunie.
Article 2: Offers
2.1. All offers are without obligation. The Contractor has the right to withdraw its offer up to two working days after the acceptance has reached it.
2.2. If the customer provides information to the contractor, the contractor may assume that this information is accurate and complete and will submit his offer to the customer in writing.
based on this.
2.3. The prices quoted in the offer are in euros, excluding
sales tax and other government levies. The
Prices are exclusive of travel, accommodation, medical, storage and transport costs, as well as costs for loading and cooperation with
Article 3: Confidentiality
3.1. All information provided by or in the name of the contractor to the principal
information (such as offers, designs, images, drawings and
knowledge) of any nature and in any form are confidential and
shall not be used by the client for any purpose other than to
execution of the agreement.
3.2. The information referred to in paragraph 1 of this article shall not be used by the client to
be made public or reproduced.
3.3. If the client fails to comply with one of the obligations referred to in paragraphs 1 and 2 of this article, he shall be
obligations, he shall be liable for an immediately payable fine for each violation.
of 125,000. This fine may, in addition to damages, be
under the Act.
3.4. The customer must provide the information referred to in paragraph 1 of this article on the first
request, within a period set by the contractor, at the choice of
contractor, return. In the event of a breach of this provision
the customer shall owe the contractor an immediately payable penalty of 11,000 per day. This fine may, in addition to damages
under the law.
Article 4: Advice and information provided
4.1. The Client cannot derive any rights from advice and information provided by
contractor that are not directly related to the order.
4.2. If the customer provides information to the contractor, the contractor may, in the performance of the contract, assume that the information is accurate and correct.
completeness of this.
4.3. The Client indemnifies the Supplier for any claims by third parties.
with regard to the use of information provided by or on behalf of the principal
advice, drawings, calculations, designs, materials, brands, samples, models and the like. The Client shall pay all costs to be incurred by the
losses, including costs incurred for the defence of such claims
Article 5: Delivery time / implementation period
5.1. A stated delivery time or implementation period is indicative.
5.2. The delivery time or implementation period only begins when all commercial
and technical details have been agreed, all information, including
final and approved drawings and the like are in the possession of
the Contractor, the agreed payment or instalment has been received and
the other conditions for the execution of the commission have been met.
5.3. If there is: a. other circumstances than those known to the contractor when he made the
delivery period or work period, the delivery period or work period will be extended by the time that the contractor, in compliance with his
planning, is needed to carry out the contract under these conditions.
b. additional work, the delivery time or implementation period is extended by the time
which the Contractor requires, taking into account its planning
to deliver (or have delivered) the materials and parts for that purpose and to
perform additional work;
c. suspension of obligations by the contractor, the delivery period shall be extended by one month.
or execution period is extended by the time that he, with publication of
his planning, needed to carry out the assignment after the reason
for the suspension has lapsed.
Unless evidence to the contrary is provided by the client, the duration of the extension,
of the delivery period or implementation period is assumed and is the consequence of the
be a situation as referred to above under a to c.
5.4. The customer shall bear all costs incurred by the contractor or loss or damage suffered by him.
the Contractor as a result of a delay in the delivery period or work period as referred to in paragraph 3 of this Article.
5.5. Exceeding the delivery time or implementation period gives the client in
In no case is he entitled to compensation or dissolution. The client indemnifies the contractor against any claims by third parties as a result of
exceeding the delivery period or implementation period.
Article 6: Delivery and transfer of risk
Delivery shall be deemed to have taken place at the moment when the contractor makes the materials available to the customer at his location and to the customer
has notified him that the materials are at his disposal. Client
from that moment onwards shall bear the risk of the materials for storage, among other things,
loading, transport and unloading.
January 1, 2019
General Terms and Conditions issued by Koninklijke Metaalunie (entrepreneurs’ organisation for small and medium-sized enterprises in the metal industry)
plus as METAALUNIEVOORWAARDEN, filed at the Registry of the District Court of Rotterdam on January 1, 2019.
Published by Koninklijke Metaalunie, PO Box 2600, 3430 GA Nieuwegein.
6.2. The customer and the contractor may agree that the contractor shall arrange for transport. The risk of storage, loading, transport and unloading, among other things, shall be borne by the client in that case too. The Client may
insure themselves against this.
6.3. If there is a trade-in and the customer is awaiting the delivery of the
new materials the materials to be exchanged remain with them, the risk of the
materials to be exchanged at the client’s until such time as he has them in his possession
of the contractor. If the client does not provide the materials to be exchanged
can deliver it in the condition it was in when the agreement was made.
If the agreement has not been concluded, the contractor may dissolve the agreement.
Article 7: Price change
The Contractor is entitled to increase a cost price determining factor which is
occurred after the conclusion of the agreement, to the client. The customer is obliged to pay the price increase at the contractor’s first request.
Article 8: Force majeure
A failure in the fulfilment of his obligations may not be attributed to the contractor if this failure is the result of
8.2. Force majeure shall include the circumstance that third parties engaged by the contractor, such as suppliers, subcontractors and
or failure to meet their obligations on time, weather conditions, natural disasters, terrorism, cybercrime, disruption of digital infrastructure,
fire, power failure, loss, theft or loss of tools,
materials of information, roadblocks, strikes or work stoppages and
import of trade restrictions.
8.3. The Contractor shall be entitled to suspend the fulfilment of his obligations under the contract.
suspend his obligations to the client if he is temporarily prevented from fulfilling them by force majeure. If the force majeure situation has ceased to exist, the
the Contractor shall fulfil his obligations as soon as his schedule permits.
8.4. If there is a question of force majeure and performance is permanently impossible
or the temporary situation of force majeure has lasted more than six months.
If the agreement has not been concluded in time, the contractor is entitled to terminate the agreement immediately.
to dissolve it in whole or in part with effect from that date. In these cases, the principal is obliged to dissolve the agreement with immediate effect, but
only for that part of the obligations which have not yet been fulfilled by
8.5. The parties shall not be entitled to compensation or to rescission of the contract for any loss or damage suffered as a result of the force majeure or suspension.
Article 9: Scope of work
The principal shall ensure that all permits, dispensations and
other decisions necessary for the execution of the work in due time
have been obtained. The customer is obliged, at the contractor’s first request, to send him a copy of the documents referred to above.
9.2. Unless otherwise agreed in writing, the work does not include: groundwork, pile-driving, cutting, breaking, foundation work, masonry, carpentry, plastering,
painting, wallpapering, repairs or other construction work;
b. the provision of connections for gas, water, electricity, the Internet or
other infrastructural facilities;
c. measures to prevent damage to or theft or
loss of items present at or near the workplace;
d. removal of materials, building materials or waste;
e. vertical and horizontal transportation;
Article 10: Additional work
10.1. Changes to the work shall in any event result in additional work if:
There is a change in design or specifications;
b. the information provided by the Client does not correspond with the information
c. estimated quantities deviate by more than 5%.
10.2. Additional work is calculated on the basis of the price-determining factors applicable at the time when the additional work is carried out. The customer is obliged to pay the price of the additional work at the contractor’s first request.
Article 11: Execution of the work
11.1. The Client shall ensure that the Contractor can carry out his activities without interruption and at the agreed time and that he can be present at the work during the work.
In order to carry out his work, he shall have access to the
facilities, such as: gas, water, electricity and internet;
c. lockable dry storage;
d. statutory provisions based on the Working Conditions Act and regulations.
11.2. The customer shall bear the risk and shall be liable for damage to and theft or loss of property of the contractor, the customer and third parties, such as
tools, materials intended for the work or used in the work
equipment located at or near the site where the work is to be carried out
or at another agreed location.
11.3. Although it is not the intention to damage the provisions mentioned in paragraph 2 of this article, the client must insure himself sufficiently against the possible risks. The principal shall also take out insurance to cover the work risk.
of the equipment to be used. The customer shall inform the contractor at the first
request to send a copy of the insurance policy or policies concerned and proof of payment of the premium. If there is any damage, the client is
is obliged to report this immediately to his insurer for further processing
Article 12: Completion of the work
12.1. The work is considered satisfactory in the following cases: if the client has approved the work;
b. if the work is put into use by the customer. If the client puts part of the work into use, then that part will be regarded as a part of the work.
c. if the contractor has notified the customer in writing that
the work has been completed and the principal does not act on it within 14 days after the day on which the work was completed.
of the notification that the work will not be carried out
has been approved;
d. if the customer does not approve the work on account of minor defects
or missing parts that can be made and delivered within 30 days and that do not prevent the work from being put into use.
12.2. If the client does not approve the work, he shall be obliged to do so, stating
The Client must inform the Supplier of the reasons for this in writing. The customer must give the contractor the opportunity to complete the work.
12.3. The client indemnifies the contractor against claims by third parties for
damage to undelivered parts of the work caused by the use of undelivered parts of the work.
Article 13: Liability
13.1. In the event of an attributable failure, the contractor shall be obliged to compensate his
contractual obligations, as set out in Article 14, as yet to be performed.
13.2. The obligation of the contractor to compensate for damage on the grounds of
The liability of the contractor for any loss or damage on any grounds whatsoever shall be limited to that for which the contractor is liable under any insurance policy taken out on his behalf.
is insured. The extent of this obligation shall never exceed the
amount that is paid out under this insurance in the case in question.
13.3. If, for whatever reason, the contractor cannot invoke paragraph 2
of this article, the obligation to compensate for damage shall be limited to
a maximum of 15% of the total order sum (excluding VAT). If the contract consists of parts or partial deliveries, this obligation is limited
up to a maximum of 15% (excluding VAT) of the order price of that part or the partial delivery. In the case of continuing performance contracts, the obligation to pay is not
Compensation of exclusive damage order limited to a maximum of 15% ((VAT))
13.4. Not eligible for compensation: consequential loss. Consequential damage is understood to mean, among other things, damage caused by stagnation, loss of production, loss of profit, fines, transport costs and
travel and accommodation expenses;
b. property damage. The following is understood to be superficial damage
damage caused by or during the execution of the work
to matters that are being worked on or to matters that are in the process of being worked on.
of the place of work;
c. damage caused by intent or gross negligence on the part of the contractor, his managers, employees or non-management employees.
Client can insure himself against these damages if possible.
13.5. The Contractor is not obliged to compensate damage to
material supplied on behalf of the client as a result of improper processing.
13.6. The Client indemnifies the Supplier for all claims by third parties.
for product liability resulting from a defect in a product
which is supplied by the Client to a third party and of which the Products of the Contractor form a part. The Client shall in that case compensate the Contractor for all losses, including the (full) costs of defence.
Article 14: Guarantee and other claims
14.1. Unless otherwise agreed in writing, the contractor shall guarantee the proper execution of
the agreed performance, as specified in the following paragraphs.
elaborated, for a period of six months after delivery or completion.
14.2. If the parties have agreed to different warranty conditions, the
stipulated in this article without prejudice to the delivered goods, unless this is done in violation of the provisions of this article.
those different warranty conditions.
14.3. If the agreed performance has not been carried out in a sound manner, the contractor shall choose within a reasonable period whether to carry out the performance in a sound manner or to reimburse the principal for a proportionate part of the agreed performance.
14.4. The contractor shall choose to carry out the performance in a proper manner as yet,
he himself shall determine the manner and time of execution. The client must
offer the Contractor the opportunity to do so in all cases. Did the
The agreed performance consists of the processing of the goods and services provided by the client.
material supplied, the client must supply new material at his own expense and risk.
14.5. Parts of materials that are replaced by the contractor must be sent to him by the principal.
14.6. The following shall be borne by the client: all transport or shipping costs;
b. costs of disassembly and assembly;
c. travel, accommodation and subsistence expenses.
14.7. The Contractor can only invoke the guarantee if
client has fulfilled all his obligations.
14.8. one. Warranty is excluded for defects resulting from:
– normal wear;
– improper use;
– maintenance not carried out or carried out incorrectly;
– installation, assembly, alteration of repair by the principal or by
– defects in or unsuitability of materials or aids used.
b. No warranty is given on:
– items that were not new at the time of delivery;
– inspecting and repairing the client’s materials;
– parts covered by the manufacturer’s warranty.
14.9. The provisions of paragraphs 3 to 8 of this article apply.
applicable to claims by the client on the grounds of breach of contract, non-conformity or any other basis whatsoever.
Article 15: Duty to complain
15.1. Client can no longer invoke a defect in the performance,
if he does not, within fourteen days after he has discovered the defect
or should reasonably have discovered, in writing to the contractor.
15.2. The Client must make any complaints about the invoice on penalty of forfeiture of all rights.
rights, have informed the Supplier in writing within the period for payment.
submitted. If the payment period is longer than thirty days, the customer must have complained in writing within thirty days of the invoice date.
Article 16: Uncollected goods
16.1. After expiry of the delivery period or implementation period, the Customer is obliged to pay the
to actually take delivery of the item or items which are the subject of the agreement at the agreed location.
16.2. The Client must cooperate fully and free of charge in order to enable the Supplier to effect delivery.
16.3. Uncollected goods shall be transported at the expense and risk of the client.
16.4. In determining the paragraph 1 of 2 of this article is principal,
After the contractor has given him notice of default, he shall inform the contractor by
If the violation occurs a fine of 1250,- per day shall be due with a maximum of
of 125,000. This fine may be in addition to compensation based on the
Article 17: Payment
17.1. Payment shall be made to the account of the contractor’s place of business or to
an account to be indicated by the contractor.
17.2. Unless otherwise agreed, payment shall be made within 30 days of
17.3. If the client fails to meet his payment obligation, he is obliged to,
instead of payment of the agreed sum of money, to a
request of the contractor for payment in instalments.
17.4. The customer’s right to claim payment from the contractor or to suspend performance of his obligations is excluded, unless there is a suspension of payments or bankruptcy of
contractor or the statutory debt rescheduling is applicable to the contractor.
17.5. If the contractor has completely fulfilled what has been agreed
If the agreement is not executed, everything that the customer has
owed or will owe him immediately if: a payment term has been exceeded;
b. the client has not fulfilled his obligations under article 16;
c. the bankruptcy or suspension of payment of the customer has been filed;
d. seizure of goods or claims of the customer;
e. the client (company) is dissolved or liquidated;
f. the customer (natural person) requests to be admitted to the statutory debt rescheduling arrangement, is placed under guardianship or is
17.6. In the event of a delay in the payment of a sum of money, the Client shall be
interest on that sum of money to the contractor with effect from the date of delivery.
day following the day agreed as the final day for payment up to and including the day on which the client has paid the amount of money. Like
parties have not agreed on an ultimate date of payment, the interest shall be due as of 30 days after the date on which the payment is due. The interest rate is 12% per year,
but is equal to the statutory interest rate if it is higher. For the purpose of interest calculation, a part of the month is considered a full month. Every time
at the end of a year, the amount of interest shall be calculated, and
plus the interest due for that year.
17.7. The Contractor is entitled to set off his debts to the Client
with claims of companies affiliated with the contractor on the principal. In addition, the contractor is entitled to set off his claims on the principal against debts which the contractor has to pay to the principal.
companies have to client. Furthermore, the contractor is entitled to set off his debts to the principal against claims on
companies affiliated with the client. Affiliated undertakings are defined as all undertakings belonging to the same group, in
within the meaning of Article 2: 24b of the Dutch Civil Code and a participating interest within the meaning of Article 2: 24c of the Dutch Civil Code
17.8. If payment has not been made, the Client is liable to pay the Supplier all extrajudicial costs, to a minimum of €1,500.
These costs are calculated on the basis of the following table (principal amount
over the first 13,000, – 15%
on the excess up to 16.000,- 10%.
on the excess up to 115,000, – 8%.
on the remainder up to 160,000, – 5%.
on the remainder from 160,000, – 3%.
The extrajudicial costs incurred shall be due and payable if they are
are higher than those resulting from the above calculation.
17.9. If the contractor is involved in whole or in substantial part in legal proceedings in
If the client is found to be in the right, all costs which he has incurred in connection with this procedure shall be for the account of the client.
Article 18: Securities
18.1. Irrespective of the agreed payment conditions, the client is obliged
provide sufficient security for payment at the Contractor’s first request, at the Contractor’s discretion. If the client does not do this within the
If the customer does not comply with the stipulated time limit, he shall immediately be in default. The Contractor has
in which case he shall be entitled to dissolve the agreement and to recover his loss from the client.
18.2. The contractor remains the owner of long-lasting goods: the principal has not fulfilled his obligations under any agreement with
b. claims resulting from failure to meet turnover
agreements, such as damage, penalties, interest and costs, has not been paid.
18.3. As long as materials are subject to retention of title, the client may not encumber them or use them for purposes other than normal business operations.
alienate. This clause has the effect of property law.
18.4. After the contractor has invoked his reservation of title, he may not
take back the delivered goods. Client will have to provide all cooperation.
18.5. If, after the items have been delivered to him by the contractor in accordance with the agreement, the customer has fulfilled his obligations, the following shall apply
the retention of title in respect of these items as the principal
fails to fulfil its obligations under a subsequent agreement.
18.6. The Contractor shall be entitled to claim all goods he has or will have from the Client and all claims he has on the Client.
client has or may acquire a right of pledge and a right of retention.
Article 19: Intellectual property rights
19.1. The Contractor is deemed to be the income maker, designer or inventor of the works created under the agreement,
models of inventions. The Contractor therefore has the exclusive right
apply for a patent, trademark or design.
19.2. In performing the Agreement, the Contractor does not transfer any intellectual property rights to the Client.
19.3. If the performance to be delivered by the contractor consists (partly) of the
delivery of computer software, the source code shall not be given to the client. Client has exclusively for the benefit of
the normal use and proper functioning of the item a non-exclusive,
primarily and perpetually user license to the computer software. The client is not allowed to transfer the license
or to issue a sub-license. In the event of the sale of the property by the principal
to a third party, the license shall be transferred by operation of law to the acquirer of the
19.4. The contractor shall not be liable for damage sustained by the principal if
due to an infringement of intellectual property rights of third parties. The client indemnifies the contractor against any claim by third parties with regard to
relating to an infringement of intellectual property rights.
Article 20: Transfer of rights of obligations
The Client may not exercise any rights pursuant to any article of the
these terms and conditions of the underlying contract(s) are not
transfer or pledge, except with the written permission of the contractor. This clause has the effect of property law.
Article 21: Termination or cancellation of the
21.1. The customer is not authorised to cancel or terminate the agreement, unless the contractor agrees. In the event that the contractor gives his consent, the principal shall pay the contractor a directly payable fee.
due in the amount of the agreed price, minus the savings
which result for the contractor from the termination. The compensation shall amount to at least 20% of the agreed price.
21.2. When the price has been set by the contractor and the
If the costs to be incurred (cost-planning basis) deviate from this, the reimbursement as referred to in the first paragraph shall be
paragraph of this article shall be the sum of the costs, labour hours and profit,
which the contractor could be expected to have for the entire contract.
Article 22: Applicable law and court
22.1. Dutch law shall apply.
22.2. The Vienna Sales Convention (CISG) does not apply, nor does any
other international arrangement from which exclusion is permitted.
22.3. The Dutch civil court that has jurisdiction in the domicile of
Contractor takes cognizance of disputes. The Contractor is entitled to use these
rule of authority and apply the statutory rules of authority.