VARIANT LOODSENBOUW B.V
GENERAL CONDITIONS of the DUTCH ASSOCIATION OF SYSTEM HALL BUILDERS
On file at the Court of Arnhem number2004/48 de dato September 17th2004
Article 1 Definitions
In the present general conditions and agreements to which they have been declared applicable, the following concepts have the following meaning:
Client: the (legal) person who gives the Supplier the assignment for delivering or renting products and/or services or the realization of material work or who receives an offer for that.
Location: the following which are not the Supplier's property: ground, water, soil, buildings, plantings and all objects where in, next, up, under, above or at, the supplier will supply/deliver the products and/or the products will be used by the client.
Supplier: the (legal) person who declares these conditions applicable in the framework of the offer to or agreement with the client.
Agreement: the agreement between the Supplier and the Client.
Performance: all (juridical) transactions of goods and/or services or a part of that, that the Supplier performs based on this agreement.
Products: the goods that the Supplier will deliver or has already delivered to the Client, also the performance of services, amongst which the performance of activities (including products that will be rented or that have already rented products).
Article 2 – Applicability
Only these general conditions apply to all our offers and all the agreements that are to be made with us, unless we differently agreed upon this in writing, where the deviating conditions were made. Conditions of the Client only apply, if and for as far as we have explicitly accepted those.
Article 3 –Power of representation
Without a for that intended explicit written authorization, no (legal) person – other than the board of the Supplier in the way as stated in the trade register- is authorized to perform juridical transactions for his own risk/expense or at the risk/expense of the Supplier, of which as a consequence (financial) obligations may arise for the Supplier.
Article 4 –Quotations and the establishment of agreements
4.1An offer or quotation, by or on behalf of the Supplier, is without obligations and is made based on the at that time applying prices, specifications and legislation with regard to the offer or the quotation.
4.2 The content of all the supplied price lists, brochures and other information that are provided with the offer or quotation is stated as precisely as possible. The concerning data are only binding for the supplier, if this has been explicitly confirmed in written form by the Supplier.
4.3Agreements are established after written confirmation of a competent representative of the Supplier or (oral) agreements, as made with one of the employees of the Supplier or by actually performing the orders of the Supplier. For activities, for which in connection with the nature and the extent no quotation c.q. order confirmation is sent, the invoice also applies as order confirmation.
4.4The Supplier can always withdraw an offer or quotation, even still immediately after the acceptation of it by the Client.
4.5 The Supplier has the right to – while deviating from the agreement – deliver replacing Products if the Products that had been agreed upon are not or not entirely available, providing that the replacing Products have similar features and the same qualities as the Products that had been agreed upon.
4.6 Without prejudice to the provisions in article 4.1,the Supplier's offers and quotations have a limited validity of 90 days, unless stated differently in written form.
4.7 Every agreement is entered into under the suspended condition of the Client’s creditworthiness.
Article 5 - Cancellation
5.1Entire or partial cancellation of the agreement is only possible with theSupplier's explicit consent.
5.2If the Supplier agrees with the cancellation, he has the right to charge the Client the hereafter specified cancellation costs.
5.3 If the Client cancels the Performance up to 60 days before the agreed on date of the Performance, he is payable, concerning the cancellation, a percentage of 50% of the agreed on price to the Supplier.
5.4 If the Client cancels the Performance up to 30 days or less before the agreed on date of the Performance, he is payable, concerning the cancellation, a percentage of 75% of the agreed on price to the Supplier.
5.5The request for a (partial) cancellation after the Supplier has started to deliver/supply the Performance will never be fulfilled.
5.6 Cancellations should be sendin writing by registered post. The date of receipt is the date of the cancellation.
Article 6 Prices
6.1 All stated prices are payable, excluding sales tax (VAT) and excluding all other charges, rights or expenses in connection with the execution of the Agreement. Prices are also excluding costs for package/transport/dismantlement and service/maintenance, unless and for as far as explicitly otherwise stated in the agreement.
6.2If as a result of the Agreement partial deliveries will take place, the Supplier has the right to alter the prices or the conditions between times for the several partial deliveries.
6.3If prices and/or tariffs of price determining factors, such as for example wages, materials, differences in currency, import rights and insurance tariffs are increased, whichever cause, the Supplier has the right to adjust the price accordingly.
6.4If juridical regulations or orders officially make greater demands upon the Performance than determined in the Agreement, modifications of work, which are necessary to meet the demands, will be balanced as extra work.
6.5The prices will be revised on the 1st of January of each year, based on the consumer price index (CPI) of all households, as published by the Statistics Netherlands.
6.6If the execution of the assignment towards the Supplier is slowed down upon request of the Client or because of the remained forthcoming of instructions or other reasons depending on the Client, the Supplier has the right to increase the prices with extra costs as a cause of this, such as loss of interest
Article 7 Payment
7.1Unless differently agreed upon, the payment should be made in Euro on a Giro account or bank account indicated by the Supplier, while the below-mentioned term should be complied with:
a. 35% at the realization of the agreement;
b. 35% as soon as the Products are ready for shipment to the Location;
c. 30% at the delivery c.q. first delivery;
7.2 The payment of the Supplier's invoices has to be effectively fulfilled within 14 days after the invoice date, without any discount, deduction or settlement. The Client does not have the right to suspend his payment obligations.The mentioned date on the Supplier’s bank or Giro statements are regarded as the day of payment.
7.3If the Client does not fulfill his obligations towards the Supplier within the agreed on payment term, then the client is legally in default, without any proof of default being necessary. From the moment that the Client is in default until the day of complete payment, the Client owes a default interest of 1.5% of the payable amount per month or part of the month, without prejudice to the Supplier's right to a complete compensation based on the law.
7.4 All costs of the recovery of the by the client owed amount, legal as well as non-legal expenses are at the expense of the Client. Amongst this also costs for attachment, bankruptcy petition, collection costs and also the costs of the by the Supplier hired lawyers, process servers and other professionals.
7.5 The client,during or after entering into the agreement is obliged, at the Supplier's first request, to make advance payments the size of the amounts as indicated by the Supplier. The Supplier is not obliged to pay interest on the advance payments.
7.6 The Supplier has the right to demand a, in his opinion, sufficient security for the compliance of the obligations of the Client, if the Supplier has good reason to fear that the Client will not fulfill his obligations.
7.7Invoices are expected to be accepted and agreed on by the Client, if the Supplier has not received a written objection to them within eight days after the invoice date.
Article 8 –Right of ownership
8.1 All Products remains the property of the Supplier until the moment of complete payment by the Client of all that he was payable to the Supplier basedon this Agreement, including claims because of shortcomings in the compliance of the Agreement (such as interest, costs and fines), as meant in article 3:92 of the Dutch civil code.
8.2The Client does not have the right to sell, hand over, store the products with any restricted right or to sublet or to give them in use to third parties or to move, transport the Products as long as the Supplier still has a right of ownership with regard to the products.
8.3 As long as the Products are under the Supplier's right of ownership, the Client is obliged to keep the Products in their original form and the Client does not have the right to alter those, not even because of accession, confusion or specification.
8.4 The Client is obliged to inform third parties about the Supplier’s right of ownership in writing (such as receivers and execution creditors) who claim any right with regard to the Products that are under the Supplier's right of ownership. The Client has to, in that case, immediately inform the Supplier in writing about this.
8.5 During the period of the right of ownership, the specific conditions concerning rental of these General Conditions also apply.
Article 9 –Permits / Exemptions
9.1 The Client will take care of obtaining the necessary agreements, permits and/or exemptions or similar dispositions for the delivery of the Performance by the Supplier.
9.2If the Supplier files a request on behalf of the Client, this will be at the risk and expense of the Client.
Article 10 - Location
10.1Unless explicitly otherwise determined, every offer and quotation of the Supplier is based on the state and composition of the Location, which does not make any special provisions and/or extra work desirable or necessary for the Performance of the Supplier.
10.2 The Client carries the entire risk for the state, theappropriateness and for the risk of damage, loss or perish of the Location and all that is located on, under, above, in or next to the Location with respect to the Supplier's Performances.
10.3 Unless explicitly otherwise agreed upon in writing, the Supplier will not take care of the connection of the Products to the electricity, gas and water mains. If the Supplier is in charge of the connection to the electricity, gas and water mains, this will be entirely at the expense and risk of the Client.
10.4The Client makes sure that the Location is entirely ready and appropriate in time for the execution of the Performance. The Client will specially make sure that there is a sound hardened and sufficiently wide road available, that is suited for the supply and removal for the Products that need to be transported with vehicles; including the by the Supplier desired tools for supplying the Performance.
10.5 The Location should be entirely clear and should be enclosed in an appropriate way.
10.6The Client makes sure in time that there is sufficient and appropriate space for the Supplier and/or his assistants to process, manufacture, prepare, store and conserve (part of) the Products and/or raw material ; materials and tools.
10.7 The Client cannot keep the in the last section intended goods.
10.8The Client ensuresthat of all the facilities that the Supplier and his assistants need to execute the Performance are timely present at the Location; such as water, electricity and the Supplier's possible demands concerning temperature, moistness, isolation are met, all this during the period in which the Agreement is executed.
10.9All the facilities, materials and tools that the Client has put at the disposal of the Supplier will be used, consumed and processed at the expense and risk of the Client.
10.10 If and for as far during the execution of the Agreement third parties, not the Supplier’s assistants, are present on the Location, where the Performances are delivered by the Supplier or his assistants, the Client will guarantee that the before-mentioned execution by the Supplier will be able tocontinue without hindrance.
10.11 If the in the last section intended continuation will not be able to proceed without hindrance, as consequence of a cause that cannot be attributed to the Supplier, the Supplier has the right to postpone his obligations. This, without prejudice to the Client’s liability for the damage of the Supplier.
10.12In case, after written summons, the cause of the disrupted continuation is not immediately and definitively terminated, the Supplier has the right to annul the Agreement. The Client will then compensate the Supplier's damage.
10.13If the Client, whether or not because of force majeure, is not capable of a timely delivery and/or to take delivery of the Supplier’s Performance, he will immediately inform the Supplier. The Client will compensate the Supplier's damage, which is causedby the non (timely) delivery or receipt.
10.14Processing, manufacturing, supplying, offering, delivering, storing, stocking up and applying harmful substances, only occurs at the expense and risk of the Client.
10.15The Client will sufficiently monitor the delivery/supply of the (parts of) the Performance of the Supplier.
Article 11 - Accessand working hours
11.1 The Supplier and his assistants have, at usual working hours, the right to enter the Location as well as the grounds and buildings, where property and/or securities of the Supplier are present, or where the Supplier needs access to in connection with delivery or the withdrawal or the annulment of his Performance.
11.2 The Supplier has the right to deliver/supply or to perform every day between 06.00 A.M. and 06.00 P.M. The Client will make timely arrangements to make sure that the Supplier is capable to do so.
Article 12 – Transport, deliveries and risk transition
12.1The transport of the rented and/or purchased Products to the Location and after the termination of the rental agreement to the grounds of the Supplier, occurs ex works (Incoterms 2000) and therefore at the expense and risk of the Client.
12.2At the time of delivery of the Products the risk for theft, loss or damage caused by the delivered Products and also the risk for damage caused by the delivered Products is transferred to the Client. The Client will take out a sound insurance for these risks.
12.3 The Supplier has the authority to let third parties perform the delivery.
12.4If the transport over the road is performed by the Supplier or third parties hired by him, then transport additional conditions apply with regard to this transport: the General Transport Conditions (AVC) 2002.
12.5The term for the delivery is not a deadline and is therefore only given as an indication and starts on the first working day after the establishment of the Agreement, unless otherwise agreed upon in writing.
12.6 In case of a non timely compliance, the Client has to declare the Supplier in default in writing, where he still should be given a reasonable term for the compliance.
12.7 Terms are suspended, as soon as and for as long as the Client is in default with regards to the payment to us of any amount and for any reason. Therefore, no delivery will occur for as far as, in the framework of the purchase / sales agreement the asked advance is not paid.
12.8 The Client is obliged to help with the delivery, and also to take delivery of the Products. If the Client fails to take delivery of the Products, the Supplier has the right to charge the Client the eventual costs that are bound to this (amongst which storage costs, transport and insurance costs).
12.9 The take up of delivery is estimated as being refused, if the Products have been offered by delivery, but yet the delivery seemed to be impossible through a fault of the Client. The day, on which the delivery was refused, counts as the day of delivery. The products are (remain) at the risk of the Client.
12.10 During the delivery of the Products, the Client will have to immediately sign a written receipt, if necessary, provided with motivated remarks or comments.
12.11 The Client can only use the delivered Products at the time of the definite delivery. If the Client uses the Products before that time, this will be regarded as a tacit delivery, without any reservations of the Client and therefore at his own specific responsibility.
12.12 If it has been agreed that the Agreement would be executed in phases, the Supplier is allowed to delay a (part) delivery/supply that belongs to that phase, until the Client has approved the completion of the preceding phase in writing and has fulfilled all his financial obligations concerning the (part) delivery/supply.
Article 13 –Extra, less work
13.1 Extra work by the Supplier is exclusively performed for the customary price the Supplier otherwise offers, increased with possible extra costs (and increased with the customary profit), that directly or indirectly have originated within the framework of the extra work.