GENERAL TERMS AND CONDITIONS VACUMETAL B.V.
ART. 1 General
- These general terms are applicable to all our offers and deliveries except for changes,
on which both parties explicitly agree in writing. A general reference from the customer to his terms is not accepted by us.
- The, from the other party handled own terms , will remain unhindered as far as they are not contrary to the present terms. In that case our terms shall take precedence at all times, even if otherwise precedence has been obtained.
ART. 2 Offer
- Our offer is not binding; we are therefore only committed after we have contracted for the order in writing.
- VacuMetal B.V. has the right to charge all costs that she has made to provide her offer to the customer, in case the order, to put the metallization in effect, is not been conferred to her.
- The contents of folders, printed matters etc. is not binding for VacuMetal B.V. unless explicitly referred to in the agreement.
ART. 3 Agreement
- Every agreement on our part is contracted under the suspending term that the other
party - exclusive for our judgement – is sufficiently solvent for the financial fulfilment of the agreement.
- Verbal agreements with and/or promises by our personal, sales-managers, agents,
representatives or other intermediaries only bind us as far as these agreements are confirmed by us in writing.
C. We are authorised at or after the contract of the agreement, before (further) achievement, to demand from the other party security that both payment- and the rest of any obligations will be met.
ART. 4 Price
- Unless otherwise agreed in writing, our price is calculated net cash for delivery ex
works, as to be understood: delivery ready for loading.
- If, after date of offer, prices of materials, prices of additional materials, raw materials,
power costs, salaries, social security burdens, authority-burdens, freight costs, or insurance-premiums should increase, even though this occurs pursuant to, already at the offer foreseen circumstances, we are authorised to increase the price agreed at the
contract of the order having regard to any, on account of existing legal instructions, accordingly.
- The by us given prices are drawn up in € (Euro) currency and exclusive of taxes, unless explicitly mentioned otherwise.
ART. 5 Advises, designs and materials
- Given information and advises by VacuMetal B.V. are only of general nature and not
binding.
- VacuMetal B.V. does not accept responsibility at the offer for a by or on behalf of the
customer instructed way of metallization.
- As to the actual suitability of the materials concerning the proceedings to be carried out by VacuMetal B.V., it is the customers responsibility. (Ref. Quality Terms and Conditions)
- In case of a contract VacuMetal B.V. only takes responsibility for a by VacuMetal B.V. proposed method of treatment, for the carrying out of the validity of the used materials hereby, as far as these materials are not instructed by the customer.
ART. 6 Delivery
When goods are not taken away by the other party after the expiration of delivery-date
the goods will be stored at the customers disposal, for risk and at the expense of the
customer.
ART. 7 Packing and packaging
The goods will be returned in the packing in which we have received them. Packing
that is not usable to be repacked in will be returned to the customer at the expense of
the customer. In those cases where new packing must be provided by VacuMetal B.V.,
this packing will be charged to the customer. The packaging of the goods is being
adjusted as well as possible to the demands of applied metallization and transport.
We do not accept responsibility, unless gross negligence on our behalf can be proved
by the customer.
ART. 8 Transport/risk
A. The way of transport, shipping, packaging etc. will be, if no further specification by the other party is given to us, determined by us in the sense of good merchant. Unless otherwise agreed, the other party takes up all risks, concerning this matter, including guild/negligence of the carrier.
B. Any specific wishes from the other party concerning the transport/shipment will only be carried out if the other party has stated to take on the extra costs of the transport/shipment.
ART. 9 Shipment
A. The loading and unloading as well as the transportation of all goods take place entirely
out of our responsibility and for account of the customer, even in those cases in which this takes place by our own transportation.
B. Any transport-costs paid by us will be considered as advanced money on behalf of the
customer.
ART. 10 Delivery time
A. The delivery time dates from after we have contracted the order and have received the
goods and further on have in our possession all papers, documents and materials necessary for the execution of the order.
B. In case of non-written order confirmation the delivery time dates from the moment that we have commenced the execution of the proceedings.
C. The goods hold, with regard to delivery time as delivered when they are ready for
shipment, the things mentioned after we have informed the customer.
D. Exceeding of the delivery time, unless in case of gross negligence or malice on our
part, will never give the customer the right to a compensation, dissolution of the agreement or not meeting any obligation, which for the customer could result from this or any other related agreement, or the, whether or not in virtue of authorization through judicial intervention, or the executions by the customer or a third party of proceedings to execute the agreement.
ART. 11 Payment
A. All payments are to take place without any demand or compensation at our office or
in a by us indicated account.
B. The amount of our invoices is on demand thirty days after invoice date; after that date
we are authorized to charge a delay-interest which is equal to the usual bank interest +
1,5% (one and a half)per year pro rata, on which a already effected month will be calculated as a whole month; at the same time we are authorized to fix the extrajudicial collecting-charges on a minimum of 15% of the due sum total plus interest, to charge and to collect.
C. We preserve ourselves to state the right of payment in cash on delivery of the goods, or payments . in advance or to state a payment-security or, in any other sense divergent payment conditions.
D. Claims concerning calculated prices and other remarks concerning invoices should be put in within 8 (eight) days after invoice-date in writing, in the absence of such we are not bound to spend time on claims.
E. Payments are, primarily used to the coverage of made costs en interests and tend only
after that to the coverage of the deliveries taken place, on the understanding that these
payments always first will be settled with the oldest expired invoices.
ART. 12 Claims and guarantee
A. Having regard to the hereafter stated restrictions we guarantee that the by us applied metallization is in accordance with the by us offered and/or with the customer agreed metallization.
B. Our guarantee concerns only the validity of the execution of the proceedings done by
us. A failure percentage of 5% (five)counts hereby as maximum norm unless in advance otherwise agreed in writing.
C. If proved by the customer, having regard to that which is further mentioned in this
article, that we have not executed the by the customer ordered proceedings in
accordance with the by us offered and/or with customer agreed quality-demands, we
will work the goods again free of charge.
D. Complaints on account of incomplete or incorrect delivery or claims on account of
obvious defects should be stated immediately, at the latest 14 (fourteen) days after delivery date of the goods, as defined in Art.10 Sub C, in writing, in the absence of such our guarantee-obligation with regard to these defects lapses.
E. In the meantime the goods may not have undergone a further treatment, assemblage or fitting.
F. The discussion of the complaint by us does not mean that we regard the claim as being
in good time or rightly, put in.
G. The guarantee does not count for defects which are stated according to inspection-
methods which are not agreed with us in advance (Ref. QTC)
H. The guarantee does not count for nuance differences in colour and/or gloss which can
be regarded as normal according to technical standards. (Ref. QTC)
I. The guarantee does not count in those cases where the existing measures or shapes are
not maintained, while the customer has not informed us that the articles / or article parts to be worked are committed to a certain measure or shape.
J. The guarantee does not count in those cases where after the proceedings executed by
us it is evident that the condition of the raw material for the surface treatment offered
by us or which is agreed with the customer, is insufficient.
K. The asserted not fulfilling of our guarantee-obligation does not relieve the customer from his obligations, which for the customer could result from this or any other contracted agreement with us.
ART. 13 Liability
A. Except for general referable justice rules of public order the compliance to our
guarantee refers to only and entire compensation and any other claims to
compensation are herewith excluded.
B. The, in our company present goods of a third party are not insured against any risk.
We are not, in any circumstance, liable, or to be hold responsible for, if goods of a third party are damaged by fire, explosion, water damage etc. Also for theft and
loss as the getting out of order of goods we are not liable.
When, by a normal proceeding in our factory, goods of a third party have become
unserviceable the risk is entirely for the customer. In those cases where damages or
unserviceableness of goods develop, as a result of clearly demonstrable negligence,
our liability can never exceed the value of the working applied by us on the goods
involved.
C. We accept no liability what so ever for the service life or keeping qualities of the
layers applied by us.
D. We are not liable for violation of patent and/or licences of a third party by use of data,
which are provided to us by or on behalf of the customer.
ART. 14 Dissolution
A. Unabated the rights which are further due to us we are authorized, if we are prevented
to carry out the agreement by force majeure, to postpone the execution of the
agreement without judicial intervention or to consider the agreement as a whole or
partially dissolved, by our choice, without our being kept to any compensation or
guarantee. By force majeure it is in this context to be understood any circumstance
whereby the fulfilment of the agreement reasonably can no longer be demanded by the
customer, concerning that: war, war threat, civil war and revolt, strike, exclusion of
workers, transportation difficulties, fire and other disturbances in our company or in
that of our sub suppliers and delayed deliveries by any cause, from by us early
ordered, significant materials, raw and/or additional materials or parts.
B. If the customer does not, not properly or not early meets to any obligation which for
the customer could result from this or any other contracted agreement with us, as well
as in case of bankruptcy, moratorium, shut down or liquidation of the customers
company, the customer will be considered by judicial right to be in omission and we
have the authorization to postpone the execution of the agreement without notice of default or judicial intervention or to consider the agreement as a whole or
partially dissolved, by our choice, without our being kept to any compensation or
guarantee, but unabated the rights which are further due to us. In these cases any
demand, we have or get, which is chargeable to the customer, is immediately and in one sum claimable.
C. If we, pursuant to the stated in sub A or B from this section, consider the agreement as
a whole or partially dissolved, we are authorized to demand from the customer, that
the customer will take the goods in working, on payment of the works executed in the calculated price, on the instant of the dissolution, in the absence of such we will, by our choice, store or sell the goods for account and risk of the customer.
ART. 15 Tools
A. Tools, adaptors and additional means made by us will remain our property, even though costs are charged for this.
B. For the damaging or loss of tools or additional means, which have been placed at the
disposal by the customer, with the exception of measuring-tools, we are not at any time liable.
ART. 16 Non bought (taken) goods
If customer does not buy (take) substances against payment of his dues, which VacuMetal B.V. has taken on by the customer, in spite of the fact that these have been placed at the customers disposal, VacuMetal B.V. is authorized to sell (have sold) these substances three months after disposal placement after omission for and on behalf of the customer, under the obligation to pay the proceeds to the customer, with
deduction of the demand due to VacuMetal B.V., included costs of storage.
ART. 17 Arbitration
All differences, included those differences which are regarded as such by only one of
the parties involved, which could develop between parties with reference to this
agreement or with reference to agreements which are a result of these, will retaining
the competency of each party to elicit decisions of the President of the county court at
the court of arbitration, in absence of such the customer is free to make this choice by
herself.
ART. 18 Apposite justice
Regarding this agreement and regarding the agreements which are a result of these,
parties declare to submit themselves to the Dutch law, obtained for the affluent in
Registered at the Chamber of Commerce for “Midden-Brabant” at
May 2006.
VacuMetal B.V.
M.G.J. Schuurmans
