Article 1: Scope of Application
1.1. These terms and conditions apply to all offers
any action taken by a member of the Metalworkers’ Union, in respect of all agreements they enter into
and to all agreements arising therefrom, all of which
insofar as the Metaalunie member is a supplier or a contractor
is.
1.2. Any member of the Metalworkers’ Union who uses these terms and conditions shall
referred to as the contractor. The other party is
referred to as the client.
1.3. In the event of any conflict between the terms of the agreement between the client
an agreement concluded between the client and the contractor, and this
In the event of any conflict, the provisions of the agreement shall prevail.
1.4. These terms and conditions may only be used by
Members of the Metalworkers’ Union.
Article 2: Offers
2.1. All offers are made without obligation. The Contractor has the
the right to withdraw from the offer up to two working days after the
the acceptance has reached him.
2.2. Where the client provides information to the contractor,
the contractor may assume that the information is accurate and complete
this, and he will base his offer on it.
2.3. The prices stated in the quotation are expressed in euros,
excluding VAT and other duties or taxes
by the government. Prices do not include travel costs,
accommodation, packaging, storage and transport costs, as well as other costs
for loading, unloading and assisting with
customs formalities.
Article 3: Confidentiality
3.1. All communications made by or on behalf of the contractor to the client
information provided (such as quotations, designs,
images, drawings and know-how) of whatever nature and in
in whatever form, are confidential and will not be disclosed by
the client may not be used for any purpose other than
performance of the contract.
3.2. The information referred to in paragraph 1 of this article shall be provided by
may not be disclosed to the client or
multiplied.
3.3. If the client fails to comply with any of the provisions set out in paragraphs 1 and 2 of this article
If he breaches the aforementioned obligations, he shall be liable for each breach to pay a
an immediately payable fine of €25,000. This
a fine may be imposed in addition to compensation for damages under the law
are to be claimed.
3.4. The Client must comply with the provisions set out in paragraph 1 of this article
information on first request, within a period specified by the contractor
return within the specified period, at the contractor’s discretion
or destroy. In the event of a breach of this provision,
the client to the contractor an immediate
a daily penalty of €1,000. This
a fine may be imposed in addition to compensation for damages under the law
are to be claimed.
Article 4: Advice and information provided
4.1. The Client may not derive any rights from advice and
information from the contractor that is not directly relevant
on the assignment.
4.2. If the client provides information to the contractor,
the contractor may, in the performance of the contract
to assume that this information is accurate and complete.
4.3. The Client shall indemnify the Contractor against any claim
from third parties in relation to the use of, by or on behalf of
advice and drawings provided by the client,
calculations, designs, materials, brands, samples, models
and so on. The client shall pay the contractor for all
suffer loss, including costs incurred in full for
reimburse the costs of defending against these claims.
Article 5: Delivery time / performance period
5.1. Any stated delivery time or completion period is indicative.
5.2. The delivery period or performance period shall not commence until
all commercial and technical details have been agreed
achieved, all information, including final and approved
drawings and similar documents are in the contractor’s possession,
the agreed (instalment) payment has been received and transferred to the
other conditions governing the performance of the contract are
fulfilled.
5.3. In the event of:
a. circumstances other than those known to the contractor
were at the time he specified the delivery time or performance period, the
the delivery time or performance period shall be extended by the time required by the contractor, taking into account its schedule
has to carry out the assignment under these circumstances
feed;
b. in the event of additional work, the delivery time or completion period shall be extended
within the time allowed to the contractor, having regard to his
planning, requires in order to source the materials and components needed for this
to supply (or arrange for the supply of) and to carry out the additional work;
c. suspension of obligations by the contractor shall be
the delivery time or performance period extended by the time which he,
taking into account his schedule, needs in order to
to carry out the task once the reason for the suspension
has been cancelled.
Unless the client can prove otherwise, the duration
presumed to be due to the extension of the delivery time or performance period
to be necessary and to result from a situation such as the one described above
referred to in (a) to (c) inclusive.
5.4. The client is obliged to pay all costs incurred by the contractor
causes or damage suffered by the contractor as a result of a
delay in the delivery time or completion period, as stated
set out in paragraph 3 of this article.
5.5. Failure to meet the delivery time or performance period shall result in
the client shall under no circumstances be entitled to compensation or
termination. The client shall indemnify the contractor against
any claims by third parties arising from
exceeding the delivery time or completion period.
Article 6: Delivery and transfer of risk
6.1. Delivery shall take place at the moment the contractor
has made the item available to the client at its business premises and has informed the client that the item
is at his disposal. The Client shall, from
at that time, this included, amongst other things, the risk associated with the goods being stored,
loading, transport and unloading.
6.2. The client and the contractor may agree that
the contractor is responsible for the transport. The risk of
In that case too, issues relating to storage, loading, transport and unloading are resolved
the client. The client may protect itself against these risks
insure.
6.3. In the event of a trade-in and whilst the client is awaiting
upon delivery of the new item, the item to be exchanged is in their possession
As long as this is the case, the risk relating to the item to be exchanged remains with the client
until such time as he had placed them in the possession of
contractor. If the client does not provide the item to be exchanged
can deliver it in the condition it was in when the
Once the contract has been concluded, the contractor may
terminate the contract.
Article 7: Price changes
The contractor may pass on an increase in cost-determining
factors which arose after the conclusion of the contract, to
pass on the costs to the client. The client is obliged to
the price increase, at the contractor’s first request, to
meet the requirements.
Article 8: Force majeure
8.1. A failure to fulfil its obligations may be attributed to
shall not be attributed to the contractor if the latter
the failure is due to force majeure.
8.2. Force majeure is understood to include, amongst other things, the circumstance
that third parties engaged by contractors, such as
suppliers, subcontractors and hauliers, or others
parties on which the client is dependent, failing to deliver or failing to deliver on time
fulfilling their obligations, weather conditions,
natural disasters, terrorism, cybercrime, disruption to
digital infrastructure, fire, power cut, loss, theft or
loss of tools, materials or information,
roadblocks, strikes or work stoppages, and import or
trade restrictions.
8.3. The Contractor is entitled to suspend the performance of its obligations if it is temporarily unable to do so due to force majeure
is prevented from fulfilling his obligations towards the client
. Once the force majeure situation has ceased, the contractor shall fulfil its obligations as soon as its schedule permits.
8.4. If a force majeure event occurs and performance remains or becomes permanently impossible, or if the temporary force majeure situation lasts for more than
has lasted for more than six months, the contractor is entitled to
to terminate the agreement, in whole or in part, with immediate effect
terminate. In such cases, the client is entitled to
to terminate the contract with immediate effect, but only
for that part of the obligations which has not yet been fulfilled by
contractor.
8.5. The parties shall not be entitled to compensation for any loss arising from
force majeure, suspension or termination within the meaning of this article
damage suffered or to be suffered.
Article 9: Scope of the work
9.1. The Client must ensure that all licences, exemptions and other authorisations necessary for the
the necessary information to carry out the work has been provided in good time. The client is obliged to
upon the contractor’s first request, a copy of the
to send him the documents referred to above.
9.2. Unless otherwise agreed in writing, the work does not include:
a. earthworks, pile driving, excavation, demolition, foundation work, bricklaying, carpentry,
plastering, painting, wallpapering, repair work or other
construction work;
b. installing connections for gas, water and electricity,
the internet or other infrastructure services;
c. measures to prevent or limit damage to or
theft or loss of items present at or near the workplace;
d. the removal of materials, building materials or waste;
e. vertical and horizontal transport;
Article 10: Additional work
10.1. Changes to the work shall in any event result in additional work if:
a. there is a change to the design or the specifications
or the specifications;
b. the information provided by the client does not correspond to reality;
c. estimated quantities deviate by more than 5 per cent.
10.2. Additional work shall be charged on the basis of the price-determining
factors that apply at the time the additional work is
carried out. The Client is obliged to pay the cost of the additional work
to be paid upon the contractor’s first request.
Article 11: Performance of the work
11.1. The Client shall ensure that the Contractor is able to carry out its work without disruption and at the agreed time
carry out, and that in the performance of his duties he
has access to the necessary facilities, such as:
a. gas, water, electricity and the internet;
b. heating;
c. a lockable, dry storage area;
d. as required by the Working Conditions Act and associated regulations
facilities.
11.2. The Client bears the risk and is liable for any damage
and theft or loss of the contractor’s property,
the client and third parties, such as tools, for the
materials intended for use in the work or equipment used in the course of the work, which
are located at or near the site where the work is being carried out
be carried out or at another agreed location.
11.3. Without prejudice to the provisions of paragraph 2 of this article, the client is obliged to take out adequate insurance against the
the risks referred to in that paragraph. The client must also
ensure that insurance is in place to cover the occupational risks associated with the use of
equipment. The client must, upon first request,
Please provide a copy of the relevant insurance policy or policies and a
to send proof of payment of the premium. If there is
damage, the client is obliged to report this immediately to his
report this to the insurer for further processing and settlement.
Article 12: Handover of the work
12.1. The work shall be deemed to have been completed in the following
cases:
a. if the client has approved the work;
b. once the client has taken the work into use. If
If the client is already using part of the work, then that
that part is deemed to have been completed;
c. if the contractor has notified the client in writing
notified that the work has been completed and the client has not
in writing within 14 days of the date of notification
has indicated that the work has not been approved;
d. if the client does not approve the work on the grounds of minor
defects or missing parts discovered within 30 days
can be repaired or replaced and which are put into service
do not get in the way of the work.
12.2. If the client does not approve the work, they are obliged to
to notify in writing, stating the reasons, to
Contractor. The Client shall provide the Contractor with the
to give them the opportunity to complete the work after all.
12.3. The Client shall indemnify the Contractor against any claims arising from
third parties for damage to parts of the work that have not been completed
caused by the use of parts that have already been supplied from
the work.
Article 13: Liability
13.1. In the event of a breach for which the contractor is liable, the contractor shall
has fulfilled its contractual obligations, subject to
to comply with Article 14 after all.
13.2. The contractor’s obligation to compensate for damage
on whatever grounds, is limited to that damage
against which the contractor is liable under a contract entered into by or on behalf of
is covered by the insurance policy taken out on his behalf. The extent
However, this liability is never greater than the amount specified in
the claim in question will be settled under this insurance policy.
13.3. If the contractor, for whatever reason, fails to appeal
As provided for in paragraph 2 of this article, the obligation to pay compensation
for damages limited to a maximum of 15 per cent of the total contract sum
(excluding VAT). If the contract consists of parts or
partial deliveries, this obligation is limited to a maximum of 15 per cent
(excluding VAT) of the contract sum for that part or that
partial delivery. In the case of contracts of duration, the obligation is
limited to compensation for damages up to a maximum of 15 per cent
(excluding VAT) of the contract sum due for the
the last twelve months preceding the
damage-causing event.
13.4. The following are not eligible for reimbursement:
a. consequential damage. Consequential damage includes, amongst other things,
meaning damage caused by business interruption, loss of production, loss of profit,
fines, transport costs, and travel and accommodation expenses;
b. damage arising from custody. Damage arising from custody includes, amongst other things,
means damage caused by or arising during the performance of the work
is allocated to projects currently in progress or to
matters situated in the vicinity of the place where
work is being carried out;
c. damage caused by wilful misconduct or deliberate recklessness
of support staff or non-managerial subordinates
of the contractor.
Where possible, the client may protect itself against such losses
insure.
13.5. The Contractor is not obliged to pay compensation for damage
material supplied by or on behalf of the client, such as
as a result of an operation that was not carried out properly.
13.6. The Client shall indemnify the Contractor against all claims
from third parties in respect of product liability arising from
a defect in a product supplied by the client to a
the third has been delivered and in respect of which the contractor
form part of the products or materials supplied.
The client is obliged to provide the contractor with all
damage suffered in connection with this, including the (full) costs of
to reimburse the costs of the defence.
Article 14: Warranty and other claims
14.1. Unless otherwise agreed in writing, the contractor shall be liable for a period of six months following delivery or handover in
for the proper performance of the agreed service, as set out in
the following clauses are set out in more detail.
14.2. If the parties have agreed on different warranty terms, the provisions of this article shall continue to apply in full,
unless this conflicts with those alternative warranty terms.
14.3. If the agreed service has not been performed properly,
the contractor shall decide within a reasonable period of time whether he
either carries out the work properly after all, or credits the client for
a proportionate share of the contract sum.
14.4. If the contractor chooses to carry out the
performance, he himself determines the manner and timing of its execution.
The client must in all such cases provide the contractor with the
provide an opportunity. Did the agreed service
(in part) from the editing of material supplied by the client
equipment, the client must, at its own expense and risk,
to supply new material.
14.5. Parts or materials supplied by the contractor
repaired or replaced, must be paid for by the client to him
will be sent.
14.6 The following shall be borne by the client:
a. all transport or postage costs;
b. costs for dismantling and reassembly;
c. travel and accommodation expenses and travel time.
14.7. The Contractor shall only be obliged to carry out the
guarantee that the client has fulfilled all its obligations
fulfilled.
14.8. a. The warranty does not cover defects resulting from:
− normal wear and tear;
− improper use;
− maintenance not carried out or carried out incorrectly;
− installation, fitting, alteration or repair carried out by the client
or by third parties;
− defects in or unsuitability of goods originating from, or
as specified by the client;
− defects in or unsuitability of items supplied by the client
materials or resources used.
b. No warranty is given in respect of:
− goods supplied which were not new at the time of
delivery;
− inspecting and repairing the client’s goods;
− parts covered by the manufacturer’s warranty.
14.9. The provisions of paragraphs 3 to 8 of this article shall apply mutatis mutandis to any claims by the client arising from breach of contract, non-conformity or any
any other basis whatsoever.
Article 15: Obligation to lodge a complaint
15.1. The Client may not rely on any defect in the performance
take further action, if he does not respond to this within fourteen days of receiving it
has discovered a defect or ought reasonably to have discovered it,
lodged a complaint in writing with the contractor.
15.2. The Client must raise any complaints regarding the invoice, failing which the right to do so shall lapse
of all rights, in writing within the payment period to
submitted by the contractor. If the payment term
is longer than thirty days, the client must, at the latest, within
have lodged a complaint in writing within thirty days of the invoice date.
Article 16: Goods not collected
16.1. Upon expiry of the delivery period or performance period, the Client is obliged to take delivery of the item or items that are the subject of the
to actually take delivery of the goods at the agreed location.
16.2. The Client must cooperate fully, free of charge, in order to
to enable the contractor to make delivery.
16.3. Goods not collected shall be at the expense and risk of
stored by the client.
16.4. In the event of a breach of the provisions of paragraph 1 or 2 of this article,
the client, after the contractor has given notice of default
provided that the contractor shall be liable to pay a fine of €250 per day for each breach, up to a maximum of
€25,000. This fine may be imposed in addition to compensation for damages on the basis of
are required by law.
Article 17: Payment
17.1. Payment shall be made at the contractor’s place of business or at a location to be specified by the contractor
invoice.
17.2. Unless otherwise agreed, payment shall be made within 30
days after the invoice date.
17.3. If the client fails to fulfil their payment obligation, they shall
required, instead of paying the agreed
sum of money, to comply with a request from the contractor to
payment in kind.
17.4. The client’s right to set off its claims against the contractor or to withhold performance of its obligations
Suspension is out of the question, unless a moratorium is in place
in the event of non-payment or the contractor’s insolvency or the statutory
debt restructuring applies to the contractor.
17.5. Regardless of whether the contractor has performed the agreed service
has performed in full, everything that the client is obliged to do under
any sum due or to become due to him under the agreement shall be paid immediately
payable as:
a. a payment deadline has been exceeded;
b. the client fails to fulfil its obligations under Article 16;
c. an application has been made for the client’s bankruptcy or administration;
d. attachment of the client’s property or claims is
laid;
e. the client (company) is dissolved or wound up;
f. the client (a natural person) makes the request to
be admitted to the statutory debt restructuring scheme, subject to
has been placed under guardianship or has died.
17.6. In the event of a delay in the payment of
a sum of money, plus interest on that sum, to the contractor
payable from the day following the day on which
agreed as the final payment date up to and including the day
upon which the client paid the sum of money. If the parties
if no final payment date has been agreed, the
interest is payable from 30 days after the due date. The
The interest rate is 12% per annum, but is equal to the statutory
interest rate if this is higher. When calculating the interest rate, a
part of a month is counted as a full month. Each time
At the end of a year, the amount on which interest is calculated
calculated plus the amount due for that year
interest.
17.7. The Contractor is authorised to set off its debts against
to set off against claims by the client
contractor’s affiliated companies on the client.
In addition, the contractor is authorised to assign its claims against
to set off against debts owed to
the contractor’s affiliated companies have to
client. Furthermore, the contractor is authorised to
to set off debts owed to the client against claims
to companies affiliated with the client. Under
‘affiliated companies’ means: all
companies belonging to the same group, within the meaning of
Section 2:24b of the Dutch Civil Code and a holding within the meaning of Section 2:24c
BW.
17.8. If payment has not been made on time, the client shall be liable to the contractor for all extrajudicial costs
payable, with a minimum of €75.
These costs are calculated on the basis of the following
table (principal amount including interest):
15% on the first €3,000
on the amount in excess of €6,000: 10%
on the excess up to €15,000: 8%
on the excess up to €60,000: 5%
on the amount exceeding €60,000: 3%
The out-of-court costs actually incurred are
payable, if these exceed the amount stated above
Calculation to follow.
17.9. If, in legal proceedings, the contractor is wholly or
if he is largely found to be in the right, all the costs he has incurred in
incurred in connection with these proceedings at the expense of
client.
Article 18: Security
18.1. Notwithstanding the agreed terms of payment,
the client is obliged, upon first request from
the contractor, at its discretion, sufficient security
to be provided for payment. If the client fails to
If he fails to meet the deadline, he will immediately be placed in
non-performance. In such a case, the contractor is entitled to
to terminate the contract and claim damages from the client
to recover.
18.2. The Contractor shall retain ownership of the goods supplied for as long as
client:
a. has failed to fulfil its obligations under any
contract with the contractor;
b. claims arising from a failure to comply with
the above-mentioned agreements, such as damage,
has not paid the fine, interest and costs.
18.3. For as long as a retention of title applies to the goods supplied
rest, the client may, outside his normal
shall not encumber or dispose of the business. This clause
has the effect of a property right.
18.4. Once the contractor has exercised its retention of title
If this right is invoked, he may reclaim the goods supplied.
The Client shall cooperate fully to this end.
18.5. As the client, once the goods have been delivered in accordance with the contract
delivered to him by the contractor, to his
has fulfilled its obligations, it is revived
retention of title in respect of these goods as
the client’s obligations arising from a contract concluded at a later date
fails to fulfil the terms of the agreement.
18.6. The Contractor shall, in respect of all items received from the Client,
which it holds or will come to hold on any grounds whatsoever, and for all
any claims he has or may have against the client, a
a right of retention and a right of lien.
Article 19: Intellectual property rights
19.1. The Contractor shall be regarded as the creator,
designer or inventor of the product or service provided under the contract
works, models or inventions created.
The Contractor therefore has the exclusive right to
to apply for a patent, trade mark or design.
19.2. In performing the contract, the Contractor shall
does not transfer any intellectual property rights to
client.
19.3. If the service to be provided by the contractor (in part)
consists of the supply of computer software, the
source code not transferred to the client.
The Client shall obtain, solely for the purpose of the
a non-exclusive, worldwide and perpetual licence to use the product for its normal use and proper functioning
on the computer software. It is not the client’s
permitted to transfer the licence or to
to grant a sub-licence. In the event of the sale of the business by
client to a third party, the licence for
passes by operation of law to the purchaser of the property.
19.4. The Contractor shall not be liable for any damage that
the client suffers as a result of an infringement of intellectual
third-party property rights. The client shall indemnify the contractor against any claim by third parties in respect of
to an infringement of intellectual property rights.
Article 20: Transfer of rights or obligations
The client may have rights or obligations under
any provision of these general terms and conditions or the
not to transfer or pledge the underlying agreement(s),
unless prior written consent has been obtained from
contractor. This clause has effect under the law of property.
Article 21: Termination or cancellation of the contract
21.1. The Client is not authorised to terminate the contract
to confirm or cancel, unless the contractor thereby
agrees. If the contractor agrees, the client is
an immediately payable fee to the contractor
payable in the amount of the agreed price, less the
savings arising for the contractor as a result of the termination
result. The compensation amounts to at least 20 per cent of the
agreed price.
21.2. Where the price is made dependent on the actual amount paid by
costs to be incurred by the contractor (on a cost-plus basis), the
the compensation referred to in the first paragraph of this article, estimated at
the total of the costs, working hours and profit, which the contractor
is expected to have over the course of the entire contract
made.
Article 22: Governing law and competent court
22.1. Dutch law shall apply.
22.2. The Vienna Sales Convention (C.I.S.G.) shall not apply,
nor is it the only other international arrangement from which exclusion
is permitted.
22.3. The Dutch civil court with jurisdiction in the
the contractor’s place of business takes note of
disputes. The contractor may, in respect of these
deviate from the rule on jurisdiction and the statutory
apply rules on jurisdiction.
