General Terms and Conditions for Consumers. Business customer? View the conditions for business customers.

March 1 2020

General terms and conditions issued by Koninklijke Metaalunie (entrepreneurial organization for small and medium-sized companies in the metal industry) referred to as 'AVVLM', filed with the registry of the District Court of Midden-Nederland, location Utrecht on March 1, 2020.

Published by Koninklijke Metaalunie, PO Box 2600, 3430 GA Nieuwegein.

©Royal Metal Union

Article 1: Applicability
1.1. These terms and conditions apply to all offers made by a Metaalunie member on
all agreements that he concludes and all agreements arising therefrom, a
and other insofar as the Metaalunie member is a supplier or contractor.
1.2. The Metaalunie member who uses these terms and conditions is referred to as the supplier. The
the other party is referred to as the customer.
1.3. In the event of a conflict between the contents of the agreement concluded between the supplier and the customer,
agreement and these conditions, the provisions of the agreement take precedence.
1.4. These terms and conditions may only be used by Metaalunie members.

Article 2: Offers
2.1. All offers are without obligation. The supplier has the right to revoke its offer
up to two working days after the acceptance has reached him.
2.2. If the customer provides information to the supplier, the supplier may assume that it is correct
and completeness thereof and he will base his offer on this.
2.3. The prices stated in the offer are expressed in euros, exclusive of turnover tax
and other government levies or taxes. The prices are also exclusive
travel, accommodation, packaging, storage and transport costs as well as costs for loading,
unloading and assistance with customs formalities.

Article 3: Confidentiality
3.1. All information provided to the customer by or on behalf of the supplier (such as:
offers, designs, images, drawings and know-how) of any kind and in
whatever form, are confidential and will not be used by the customer for
any other purpose than for the execution of the agreement.
3.2. The information referred to in paragraph 1 of this article will not be made public by the customer
created or multiplied.
3.3. If the customer violates one of the obligations referred to in paragraphs 1 and 2 of this article,
he owes an immediately due and payable fine of € 25.000 for each violation. this fine
can be claimed in addition to compensation on the basis of the law.
3.4. The customer must provide the information referred to in paragraph 1 of this article on first request
a term set by the supplier, at the option of the supplier, return or
destroy. In the event of a violation of this provision, the customer owes the supplier an immediate
payable penalty of € 1.000 per day. This fine can be
compensation may be claimed under the law.

Article 4: Advice and information provided
4.1. The customer cannot derive any rights from advice and information from the supplier that is not
directly related to the assignment.
4.2. If the customer provides information to the supplier, the supplier may
agreement assume the correctness and completeness thereof.
4.3. The customer indemnifies the supplier against any claim by third parties with regard to the
use of advice, drawings, calculations,
designs, materials, samples, models and the like. The customer will pay all
damage to the supplier, including full costs incurred to defend against this
claims, compensation.

Article 5: Delivery time
5.1. A specified delivery time is indicative.
5.2. The delivery time only starts when all commercial and technical details
agreement has been reached, all information, including final and approved
drawings and the like are in the possession of the supplier, the agreed
(installment) payment has been received and the other conditions for the execution of the
order has been fulfilled.
5.3. If there is:
a. circumstances other than those known to the supplier when he stated the delivery time,
the delivery time is extended by the time that the supplier, taking into account its planning,
needs to perform the agreement under these circumstances;
b. additional work, the delivery time will be extended by the time that the supplier, with due observance of
planning, needs to deliver the materials and parts for it, and
to perform the additional work;
c. suspension of obligations by the supplier, the delivery time will be extended by the time
he, taking into account his planning, needs to perform the agreement
after the reason for the suspension has expired.
Subject to proof to the contrary by the customer, the duration of the extension of the delivery time will be
suspected to be necessary and to be the result of a situation as above under a to
meant by c.
5.4 The customer is obliged to pay all costs incurred by the supplier or damage suffered by the supplier if
due to a delay in the delivery time, as stated in paragraph 3 of this article.
5.5 Exceeding the delivery time in no way entitles the customer to compensation or
dissolution. The customer indemnifies the supplier against any claims from third parties if
due to exceeding the delivery time.

Article 6: Moulds, models, model plates, tools, etc.
6.1. As a supplier for the execution of the agreement molds,
make, are, become and remain the property of model plates, tools and the like
from the supplier, even if the customer has paid this in whole or in part. This one
medical aids are replaced by the supplier for a maximum period of one year after
the last order is kept at the expense and risk of the customer.
6.2. Moulds, models, model plates, tools and the like supplied by the customer
have been made available to the supplier, are used by the supplier for a period
kept for a maximum of one year after the last order at the expense and risk of the customer.
If the customer does not request a refund after the expiry of the period referred to above,
of his affairs and not within one month of the written request of
supplier has collected these items, then supplier has the right to freely
to dispose of the aforesaid items.
6.3. The costs of change, renewal and/or repair after wear of commissioned
molds, models, model plates, tools and the like are for
customer's account.

Article 7: Numbers
Deviations up and down up to 10% of the agreed number of cases
are allowed. However, this only applies in those cases where items are not sold individually
delivered, but based on a different unit, such as weight for example. Customer is
obliged to settle the numbers delivered within the margins referred to in the first sentence
take and pay (pro rata).

Article 8: Delivery and transfer of risk
8.1. Delivery takes place at the moment that the supplier has delivered the good at its business location
makes available to the customer and has informed the customer that the item is
is available. From that moment on, the customer bears, among other things, the risk of the good
for storage, loading, transport and unloading.
8.2. The buyer and supplier can agree that the supplier will take care of the transport.
The risk of, inter alia, storage, loading, transport and unloading also rests in that case
customer. The Customer can insure itself against these risks.
8.3. If there is a trade-in and the customer pending delivery of the new item, the
exchange good, the risk of the good to be exchanged remains with the customer until it is
the moment he has put it in the possession of the supplier. As a buyer the . to be exchanged
cannot deliver the item in the condition it was in when the contract was concluded
concluded, the supplier may dissolve the agreement.

Article 9: Price change
The Supplier may not increase the cost-determining factors that occurred after the
conclusion of the agreement, to pass on to the customer. The customer is obliged to
price increase at the supplier's first request.

Article 10: Force majeure
10.1. A shortcoming in the fulfillment of its obligations cannot be blamed on the supplier
if this shortcoming is the result of force majeure.
10.2. Force majeure is understood to mean, among other things, the circumstance that the supplier
third parties engaged such as suppliers, subcontractors and transporters, or
other parties on which the supplier depends do not or not timely comply with their obligations
obligations, weather conditions, natural disasters, terrorism, cybercrime,
disruption of digital infrastructure, fire, power failure, loss, theft or loss
of tools, materials or information, roadblocks, strikes or
work stoppages and import or trade restrictions.
10.3. The Supplier has the right to suspend the fulfillment of its obligations if it
force majeure is temporarily prevented from fulfilling its obligations towards the customer. As the
force majeure has expired, the supplier will fulfill its obligations as soon as its planning
it allows.
10.4. If there is force majeure and fulfillment is or becomes permanently impossible, or
the temporary force majeure situation has lasted more than six months, the supplier is
authorized to dissolve the agreement in whole or in part with immediate effect.
In those cases, the customer is authorized to terminate the agreement with immediate effect
terminate, but only for that part of the obligations that has not yet been fulfilled by
supplier.
10.5. The parties are not entitled to compensation for the suspension as a result of the force majeure,
or dissolution within the meaning of this article, damage suffered or to be suffered.

Article 11: Additional work
11.1. Changes to the work will in any case result in additional work if:
a. there is a change in the design, specifications or specifications;
b. the information provided by the customer does not correspond to reality;
11.2. Additional work is calculated on the basis of the price-determining factors that apply to the
when the additional work is performed. The customer is obliged to pay the price of the additional work
to be paid at the first request of the supplier.

Article 12: Liability
12.1. In the event of an attributable shortcoming, the supplier is obliged to fulfill its contractual obligations
obligations, with due observance of Article 13.
12.2. The supplier's obligation to compensate damage on the basis of which
basis, is limited to that damage against which the supplier under a
insurance taken out for him is insured. The scope of this obligation
however, never exceeds the amount covered by this insurance in the relevant case
is paid.
12.3. If, for whatever reason, the supplier cannot invoke paragraph 2 of this article, the
obligation to compensate damage limited to a maximum of 15% of the total
agreed price (excluding VAT). If the agreement consists of parts or
partial deliveries, this obligation is limited to a maximum of 15% (excluding VAT) of the
total agreed price for that part or that partial delivery. In case of
continuing performance contracts, the obligation to compensate damage is limited to a maximum of
15% (excluding VAT) of the total agreed price over the last twelve months
prior to the damage-causing event.
12.4. Not eligible for reimbursement:
a. consequential damage. Consequential damage includes, among other things, stagnation damage,
production loss, lost profit, fines, transport costs and travel and accommodation costs;
b. visual damage. Visual damage is understood to mean, among other things, damage caused by or
during the execution of the work is inflicted on things that are being worked on
or to items located in the vicinity of the place where work is carried out;
c. damage caused by intent or willful recklessness of auxiliary persons or not
managerial subordinates of supplier.
If possible, the customer can insure itself against these damages.
12.5. The supplier is not obliged to compensate damage to by or on behalf of the customer
delivered material as a result of improper processing.
12.6. The customer indemnifies the supplier against all claims from third parties due to
product liability as a result of a defect in a product that the customer
a third party has been delivered and of which the products or materials supplied by the supplier
to be a part of. The customer is obliged to pay all the costs incurred by the supplier in this regard
to compensate damage, including the (full) costs of defence.

Article 13: Warranty and other claims
13.1. Unless otherwise agreed in writing, the supplier stands for a period of six months
months after delivery or completion for the soundness of the delivered item, as in the
will be worked out in more detail in the following paragraphs.
13.2. If the parties have agreed to different warranty conditions, the provisions of this
Article applies in full, unless this is in conflict with those deviating
warranty conditions.
13.3. If it appears that the delivery has not been proper, the supplier will
make the choice whether to repair or replace the delivered item or to credit the customer for a
proportionate part of the agreed price. Chooses supplier for repair or replacement,
he himself determines the manner and time of execution. Did the agreement (also) exist
processing material supplied by the customer, then the customer must
account and risk to supply new material.
13.4. Parts or materials repaired or replaced by the supplier must be
be sent to the customer.
13.5. At the expense of the customer:
a. all transport or shipping costs;
b. costs for disassembly and assembly;
c. travel and accommodation costs and travel hours.
13.6. The customer must in all cases offer the supplier the opportunity to rectify any defect
restore or redo the operation.
13.7. The supplier is only obliged to implement the guarantee if the customer has fulfilled all its obligations
obligations has been met.
13.8. a. Warranty is excluded for defects resulting from:
− normal wear and tear;
− improper use;
− not or incorrectly performed maintenance;
− installation, assembly, modification or repair by the customer or by third parties;
− defects in or unsuitability of goods originating from, or prescribed by
customer;
− defects in or unsuitability of materials used by the customer or
tools.
b. No warranty is given on:
− delivered goods that were not new at the time of delivery;
− parts covered by the manufacturer's warranty.
13.9. The provisions of paragraphs 3 to 8 of this article apply mutatis mutandis to:
any claims by the customer on the basis of non-performance, non-conformity or any other
other basis as well.

Article 14: Complaint obligation
14.1. The customer can no longer invoke a defect in the performance if he does not
within fourteen days after he discovered the defect or should reasonably have
discover has complained in writing to the supplier.
14.2. The customer must submit complaints about the invoice, on pain of forfeiture of all rights, within the
payment term in writing to the supplier. If the payment term
is longer than thirty days, the customer must no later than thirty days after the invoice date
complained in writing.

Article 15: Goods not purchased
15.1. At the end of the delivery time, the customer is obliged to return the item or items that are or are subject to
of the agreement at the agreed place.
15.2. The customer must provide full cooperation free of charge to allow the supplier to
to enable.
15.3. Goods that have not been purchased are stored at the expense and risk of the customer.
15.4. In the event of violation of the provisions of paragraph 1 or 2 of this article, the customer shall, after the supplier
has given him notice of default, owes the supplier a fine of . for each violation
€250 per day with a maximum of €25.000. This fine can be
compensation may be claimed under the law.

Article 16: Payment
16.1. Payment is made at the supplier's place of business or at a
account to be designated by the supplier.
16.2. Unless otherwise agreed, payment will be made within 30 days of the invoice date.
16.3. If the customer fails to fulfill his payment obligation, he is obliged to
payment of the agreed sum of money, to comply with a request from the supplier
for payment.
16.4. The customer's right to set off its claims against the supplier or to
suspend fulfillment of its obligations is excluded, unless there is
suspension of payment or bankruptcy of the supplier or the statutory debt rescheduling on
supplier applies.
16.5. Regardless of whether the supplier has fully performed the agreed performance, everything is
what the customer owes or will owe to him under the agreement
immediately payable if:
a. a payment term has been exceeded;
b. the bankruptcy or suspension of payment of the customer has been requested;
c. attachment is levied on goods or claims of the customer;
d. customer (company) is dissolved or liquidated;
e. customer (natural person) requests to be admitted to the legal
debt restructuring, is placed under guardianship or has died.
16.6. In the event of a delay in the payment of a sum of money, the Customer shall be liable to pay interest on that amount
sum of money owed to the supplier with effect from the day following the day that is
agreed as the latest day of payment up to and including the day on which the customer
amount of money has been paid. If the parties have not agreed on a payment deadline
the interest is due from 30 days after due date. The interest is 12% per
years, but is equal to the statutory interest if this is higher. In the interest calculation,
part of the month is considered a full month. Every time after a year
the amount on which the interest is calculated is increased by the amount for that year
interest due.
16.7. The supplier is authorized to set off its debts to the customer against claims from
supplier affiliates to the customer. In addition, the supplier is authorized to
set off receivables from the customer against debts related to the supplier
companies have to customer. Furthermore, the supplier is authorized to pay its debts to
customer against receivables from affiliated companies of the customer. below
affiliated companies means: all companies belonging to the same
group, within the meaning of Section 2:24b of the Dutch Civil Code and a participating interest within the meaning of Section 2:24c of the Dutch Civil Code.
16.8. If payment has not been made on time, the customer owes the supplier all
extrajudicial costs owed with a minimum of € 75.
These costs are calculated on the basis of the following table (principal amount incl. interest):
on the first € 3.000 15%
on the excess up to € 6.000 10%
on the excess up to € 15.000 8%
on the excess up to € 60.000 5%
on the excess from € 60.000 3%
The actually incurred extrajudicial costs are due, if they are higher
than follows from the above calculation.
16.9. If the supplier is wholly or largely in the right in legal proceedings
all costs incurred by him in connection with these proceedings shall be
customer's account.

Article 17: Collateral
17.1. Regardless of the agreed payment conditions, the customer is obliged on first request
of the supplier, in its opinion, to provide sufficient security for payment. if
If the customer does not comply with this within the stipulated period, he will immediately be in default.
In that case, the supplier has the right to dissolve the agreement and to recover its damage
to inform the customer.
17.2. The supplier remains the owner of the delivered goods as long as the customer:
a. has not fulfilled its obligations under any agreement with the supplier;
b. claims arising from failure to comply with the above
agreements, such as damage, fine, interest and costs.
17.3. As long as the delivered goods are subject to retention of title, the customer may
not encumber or alienate its normal business operations. This clause has
property law effect.
17.4. After the supplier has invoked his retention of title, he may
get things back. The customer will fully cooperate in this regard.
17.5. As a buyer, after the goods have been delivered to him by the supplier in accordance with the agreement,
delivered, has fulfilled its obligations, the retention of title revives at the
with regard to these matters as a customer, obligations arising from a later concluded
does not comply with the agreement.
17.6. The supplier has in his possession all goods that he has from the customer for whatever reason
or will receive and for all claims that he has or may have against the customer
right of pledge and right of retention.

Article 18: Intellectual property rights
18.1. Supplier is regarded as respectively maker, designer or inventor of the in
works, models or inventions created within the framework of the agreement.
The supplier therefore has the exclusive right to apply for a patent, trademark or design.
18.2. In the execution of the agreement, the Supplier shall not bear any intellectual property
property rights to the customer.
18.3. If the performance to be delivered by the supplier (also) consists of the delivery of
computer software, the source code is not transferred to the customer. Customer
is obtained solely for the purpose of normal use and proper functioning of the
case a non-exclusive, worldwide and perpetual user license to the
computer software. The customer is not allowed to transfer the license or
to issue a sublicense. When the customer sells the item to a third party,
transfers the license to the acquirer of the item by operation of law.
18.4. The supplier is not liable for damage suffered by the customer as a result of an infringement
to intellectual property rights of third parties. The customer indemnifies the supplier against any
claim of third parties with regard to an infringement of intellectual property rights.

Article 19: Transfer of rights or obligations
The Customer may not exercise any rights or obligations under any article from these general terms and conditions
do not transfer or pledge the terms or the underlying agreement(s),
subject to the prior written consent of the supplier. This clause has
property law effect.

Article 20: Termination or cancellation of the agreement
20.1 The customer is not authorized to terminate or cancel the agreement, unless the supplier
agrees. Upon the agreement of the supplier, the customer is a direct supplier to the supplier
payable compensation in the amount of the agreed price, less the
savings resulting from the termination for the supplier. The compensation amounts to
at least 20% of the agreed price.
20.2 When the price is made dependent on the actual costs to be incurred by the supplier
(direction basis), the compensation as referred to in the first paragraph of this article is estimated at
the sum of the costs, labor hours and profit that the supplier expects to pay for the
implementation of the agreement.

Article 21: Applicable law and competent court
21.1. Dutch law applies.
21.2. The Vienna Sales Convention (CISG) does not apply, nor do any other
international regulation from which exclusion is permitted.
21.3. The Dutch civil court with jurisdiction in the supplier's place of business
takes cognizance of disputes. The supplier may deviate from this jurisdiction rule and the
legal jurisdiction rules.