Warranty

For all our mash dispensers, dry feed dispensers and related items, there is a warranty period after delivery according to the statement on the item.

The warranty applies to material and construction defects. Causes and influences, such as, for example, faulty or poor fastening, including electronic components, are not covered by the warranty. Drinking Nipples 1 year warranty on construction defects.

For repair work, a warranty period of 12 months applies after the work is done. In case of repair or replacement under guarantee, the materials will be sent free of charge. If in special cases the assistance of our service department is called in, warranty work will be carried out free of charge, although the applicable call-out charge and travel expenses abroad will always be charged.

No warranty applies to parts that have broken due to late reporting or repair of complaints.

The guarantee is only valid if the client and/or buyer has fulfilled all his obligations, both financial and otherwise, arising from any agreements.

Repairs carried out by third parties without the written permission of L. Verbakel B.V. will never be reimbursed.

L.Verbakel B.V. is never liable for any damage whatsoever.

All deliveries are made according to metal union conditions.

METAL UNION CONDITIONS

General Terms and Conditions issued by Koninklijke Metaalunie (entrepreneurs' organisation for small and medium-sized enterprises in the metal industry), referred to as the METAALUNIE CONDITIONS,

Deposited at the Registry of the District Court of Rotterdam on January 1, 2019. Published by Koninklijke Metaalunie, PO Box 2600, 3430 GA Nieuwegein.© Koninklijke Metaalunie

Article 1: Applicability
1.1. These conditions apply to all tenders
made by a Metaaluniel Member, to all agreements concluded by him and to all
and to all agreements that may result therefrom, all this insofar as the
insofar as the Metaalunielid is a provider or contractor
is a supplier or contractor.
1.2. The Metaalunie Member who uses these conditions is referred to as the
The Metaaluniel member who uses these conditions is referred to as the contractor. The other party is referred to as the
The other party is referred to as the customer.
1.3. In the event of any conflicts between the substance of the agreement concluded between the
between the customer and the contractor and these
conditions, the provisions of the agreement shall prevail.
1.4. These conditions may only be used by
Metaalunie members.
Article 2: Offers
2.1. All tenders are without obligation. The Supplier has the right to
The Supplier has the right to revoke its offer up to two working days after the acceptance has
acceptance has reached him.
2.2. If the customer provides information to the contractor,
If the Client provides any information to the Supplier, the Supplier may assume that this information is
If the Client provides any information to the Supplier, the Supplier may assume that such information is accurate and complete and shall base its offer on that assumption.
2.3. The prices referred to in the offer are expressed in euros,
sales tax and other government levies or taxes.
by the government. The prices are also exclusive of travel
accommodation, packaging, storage and transport costs as well as the costs of
for loading, unloading and cooperation
customs formalities.
Article 3: Confidentiality
3.1. All information (such as offers, designs, drawings, etc.) provided by or on behalf of the Supplier to the Client
(such as offers, designs,
images, drawings and know-how) of any nature and in any form
and in whatever form, are confidential and shall not be used by the customer for any purpose other than to
used by the Client for any purpose other than the performance of the Agreement.
performance of the Agreement.
3.2. The information referred to in paragraph 1 of this article shall not be made
Client shall not disclose or reproduce the information
multiplied by the client.
3.3. If the Principal violates any of the obligations referred to in paragraphs 1 and 2 of this
If the client breaches any of the obligations referred to in paragraphs 1 and 2 of this article, he shall be liable for an
3.3. If the client breaches any of the obligations referred to in paragraphs 1 and 2 of this article, he will be liable for an immediately payable penalty of € 25,000 for each breach. This
This penalty may be claimed in addition to damages pursuant to the law.
This penalty may be claimed in addition to damages by virtue of the law.
3.4. The Client must provide the information referred to in paragraph 1 of this Article on
3.4. The customer must return the information referred to in paragraph 1 of this Article at the first request
within a period set by the contractor, at the contractor's discretion, to return
or destroy it. If this provision is violated, the
customer owes the contractor an immediately payable
If this provision is violated, the customer will be liable to pay the contractor an immediately payable penalty of €1,000 per day. This
This penalty may be claimed in addition to damages pursuant to the law.
This penalty may be demanded in addition to damages pursuant to the law.
Article 4: Advice and information supplied
4.1. The customer cannot derive any rights from advice and
information provided by the contractor that does not relate directly to the
to the order.
4.2. If the customer provides information to the contractor,
If the Client provides any information to the Supplier, the Supplier may rely on the accuracy and
If the Client provides any information to the Supplier, the Supplier may rely on the accuracy and completeness of that information for the performance of the Agreement.
4.3. The Client indemnifies the Supplier for any claims
The Client indemnifies the Supplier for any claims from third parties arising in connection with the use of advice, drawings, software
The Client indemnifies the Supplier for any claims from third parties arising in connection with the use of advice, drawings
calculations, designs, materials, brands, samples, models, etc. provided by or on behalf of the Client.
and the like. The client will pay all damages suffered by the
The client will reimburse the contractor for all damages, including the full costs of
The Client shall compensate the Supplier for all damages, including the costs incurred to defend against such claims.
Article 5: Delivery period
5.1. Any delivery period or work period stated is indicative.
5.2. The delivery time or period of execution only begins when
Agreement has been reached on all commercial and technical details
5.2. The delivery period or work period starts when agreement has been reached on all commercial and technical details
The delivery deadline or work period does not commence until agreement has been reached on all commercial and technical details and all information, including final and approved drawings, is in the Supplier's possession
the agreed payment or instalment has been received and the other conditions for the performance of the engagement have been met
other conditions necessary for the performance of the engagement have been met.
other conditions for the performance of the engagement have been met.
5.3. If there are any:
a. circumstances that were different from those known to the Supplier when the delivery deadline or work period was
5.3. In the event of: a. circumstances that were unknown to the Supplier when the delivery deadline or work period was determined, the delivery deadline or work period
5.3. In the event of: a. circumstances that were beyond the Supplier's control when the delivery deadline or work period was announced, the delivery deadline or work period will be extended by the time that the Supplier, having due regard to the Supplier's planning
to perform the contract under those circumstances, having regard to the Supplier's planning schedule
in those circumstances;
b. contract extras, the delivery deadline or work period will be extended by the time that the Supplier, in accordance with the Supplier's planning, requires for
by the time which the Contractor, in accordance with his
(b) additional work, the delivery period or work period will be extended by the time that the contractor, in accordance with his planning, needs to
(b) additional work, the delivery period or work period will be extended by the time that the contractor, in accordance with his planning, needs to deliver (or arrange for the delivery of) the materials and parts for that purpose and to carry out the additional work
c. suspension of obligations by the contractor, the delivery period or work period will be extended by the following
the delivery period or work period will be extended by the time that the contractor, in accordance with his
(c) if the contractor's obligations are suspended, the delivery deadline or work period will be extended by the time that the contractor, in accordance with his
(c) if the contractor's obligations are suspended, the delivery deadline or work period will be extended by the time that the contractor needs, in accordance with his
the reason for the suspension has lapsed.
Unless the Client provides evidence to the contrary, the duration of the extension of the delivery period or
of the extension of the delivery period or implementation period is presumed to be
be necessary and the consequence of a situation as referred to above under a. to c.
(a) to (c) above.
5.4. The Client is obliged to reimburse the Supplier for all costs
5.4. The Client is obliged to reimburse the Supplier for all costs incurred or damages sustained by the Supplier as a result of a
5.4. The Client is obliged to reimburse the Supplier for all costs incurred or damages sustained by the Supplier as a result of a delay in the delivery period or work period
5.4. The Client must pay all costs incurred by the Supplier or damages sustained by the Supplier as a result of a delay in the delivery period or work period as referred to in Article 5.3.
5.5. Failure to meet the delivery deadline or work period shall not entitle the
5.5. Failure to meet a delivery deadline or work period does not under any circumstances entitle the Client to compensation or
rescission. The Client indemnifies the Supplier for
The Client indemnifies the Supplier against any claims from third parties as a result of
The Client indemnifies the Supplier against any claims from third parties as a result of the Supplier exceeding the delivery deadline or work period.
Article 6: Delivery and transfer of risk
6.1. Delivery will be effected at the moment that the Supplier makes the
made the product available to the Client at its business location and the Client has notified the Supplier that the product is
at the Supplier's disposal. The Client shall bear the risk
The Client shall bear the risk for the object from that moment on, including its storage
loading, transport and unloading.
6.2. The Client and the Supplier may agree that the
The Client and the Supplier may agree that the Supplier will arrange for transport. In that event, the risk of
The risk of storage, loading, transport and unloading, among other things, shall in that case also be borne by the Client.
Client. The Client may take out insurance to cover these risks.
The Client may take out insurance to cover these risks.
6.3. If goods are to be exchanged and the Client retains the goods to be exchanged while awaiting
6.3. In the event that goods are traded in and the client retains the goods to be traded in pending delivery of the new goods, the
6.3. If goods are traded in and the Client is holding the goods to be traded in pending delivery of the new goods, the risk in relation to the goods to be traded in shall remain with the Client
until such time as it has been delivered to the Supplier.
commissionee. If the customer is unable to deliver the goods to be exchanged in the condition in which
If the customer cannot deliver the goods to be exchanged in the state in which they were when the agreement was concluded, the
agreement was concluded, the contractor may dissolve the agreement.
annul the agreement.
Article 7: Price changes
The Supplier is entitled to charge any increase in cost-determining factors
factors which occur after the conclusion of the agreement to the customer.
The Client may pass on to the Contractor any increases in cost-determining factors that have occurred since the Agreement was concluded. The Client is obliged
pay the price increase at the first request of the Contractor.
The customer is obliged to pay the price increase at the contractor's first request.
Article 8: Force majeure
8.1. A failure in the performance of his obligations may not be attributed to the
The contractor cannot be held responsible for any failure to meet his obligations if this
8.1. A failure to perform obligations cannot be attributed to the Supplier if such failure is the result of force majeure.
8.2. Force majeure includes the following circumstances
that third parties engaged by the contractor, such as
8.2. 'Force majeure' includes any circumstance where third parties engaged by the Supplier, such as suppliers, subcontractors and transport
other parties on which the Principal depends do not fulfil their obligations or do not do so in time
fulfil their obligations, weather conditions
natural disasters, terrorism, cybercrime, disruption of the digital
digital infrastructure, fire, power failure, loss, theft or
loss of tools, materials or information,
roadblocks, strikes or work stoppages and import or trade restrictions.
trade restrictions.
8.3. The Contractor shall be entitled to suspend the fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations towards the Client by force majeure
8.3 The Contractor shall be entitled to suspend the fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations
fulfilment due to force majeure. Once the situation of force majeure has ceased to exist, the Supplier will fulfil his obligations as soon as his planning schedule permits this.
8.4. If there is a situation of force majeure and performance is or becomes permanently impossible, or if the temporary situation of force majeure has lasted for more than
If there is a case of force majeure and performance is or becomes permanently impossible, or if the temporary situation of force majeure has lasted for more than six months, the Supplier is entitled to dissolve the
agreement in whole or in part with immediate effect.
with immediate effect, wholly or partially. The Client shall in such cases be entitled to dissolve the agreement
agreement with immediate effect, but only in respect of that part of the
part of the obligations that have not yet been fulfilled by the contractor.
Contractor.
8.5. The parties are not entitled to any compensation for damages resulting from
8.5. The parties are not entitled to compensation for damage suffered or to be suffered as a result of force majeure, suspension or dissolution within the meaning of this
8.5. The parties are not entitled to any compensation for damages suffered or to be suffered as a result of force majeure, suspension or termination within the meaning of this Article.
Article 9: Scope of the work
9.1. The Client must ensure that all licences, exemptions and other decisions that are necessary in order to carry out the
work are obtained in good time. The Client is obliged
send the Contractor at his first request a copy of the documents referred to
The Client is obliged, at the Supplier's first request, to send the Supplier copies of the documents referred to above.
9.2. Unless otherwise agreed in writing, the work does not include
a. groundwork, pile driving, demolition, foundation work, masonry work, carpentry work, plastering, painting, wallpapering, etc,
plastering, painting, wallpapering, repairs or other construction work; b. repair work.
construction work;
b. the realisation of connections for gas, water, electricity,
Internet or other infrastructural facilities;
c. measures to prevent or limit damage to, or theft or
theft or loss of goods present at or near the work site;
d. the removal of materials, building materials or waste
e. vertical and horizontal transport;
Article 10: Additional work
10.1. Changes to the work will result in any event in additional work if:
a. there is a change in the design, the specifications
specifications or the plan of work;
b. the information provided by the Client does not match the actual situation; or
c. estimated quantities differ by more than 5%.
10.2. Additional work will be calculated on the basis of the price-determining
10.2. Contract extras will be calculated on the basis of the price-determining factors prevailing at the time they are performed.
performed. The Client is obliged to pay the price of the contract extras at the Supplier's first request.
The Client is obliged to pay the price for the contract extras 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, in the execution of his activities, the Contractor has
The Client shall ensure that the Supplier can carry out the activities without interruption and at the agreed time and that, in the execution of the activities
The Client is responsible for ensuring that the Supplier can carry out the activities without interruption and at the times agreed, and that the Supplier has access to the necessary facilities when carrying out the activities, such as
a. gas, water, electricity and internet;
b. heating
c. lockable dry storage space;
d. facilities prescribed under the Working Conditions Act and regulations.
regulations.
11.2. The customer shall bear the risk and be liable for any damage to and theft or loss of
The Client shall bear the risk and shall be liable for damage to and theft or loss of objects belonging to the Supplier,
The Client bears the risk and is liable for damage to and theft or loss of property of the Supplier, the Client and third parties, such as tools, materials
materials intended for the work or materials used in the work which are
are located at or near the place where the work is being
work 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
Without prejudice to the provisions of paragraph 2 of this Article, the Client is obliged to take out adequate insurance to cover the risks mentioned in that paragraph. In addition, the Client must
In addition, the Principal is responsible for insuring the working risk of the
equipment to be used. The principal shall provide the contractor on
The principal is required to send the contractor on demand a copy of the insurance policy or policies in question and proof of payment of the premium.
proof of payment of the premium. In the event of any
damage, the customer is obliged to report this without delay to his
insurer for further processing and settlement.
Article 12: Completion of the work
12.1. The Work will be considered completed in the following
cases:
a. if the Client has approved the work;
b. if the Client has put the work into use. If
If the customer puts part of the work into use, that part will be deemed to have been
If the customer puts part of the work into use, that part will be deemed to have been completed;
c. if the contractor has notified the customer in writing that the
(c) if the contractor gives written notice to the customer that the work has been completed and the customer does not
within 14 days after the date of notification that the work has not been approved
14 days after the date of notification, that the work has not been approved;
d. if the customer does not approve the work on grounds of minor defects or missing parts
defects or missing parts that can be repaired or provided within 30 days
can be repaired or supplied within 30 days and that do not prevent the work from being put into use
(d) if the Client does not approve the work on account of minor defects or missing parts which can be repaired or provided within 30 days and which do not prevent the work from being put into use.
12.2. If the Principal does not approve the Work, it shall be obliged to do so in writing, stating the reasons.
If the Client does not approve the work, the Client is obliged to notify the Supplier in writing, stating the reasons.
If the Client does not approve the work, the Client is obliged to notify the Supplier of this in writing, stating the reasons, to the Supplier. The Client must give the Supplier the opportunity
The Client must give the Supplier the opportunity to complete the work after all.
12.3. The Client indemnifies the Supplier against all claims from
The Client indemnifies the Supplier against all claims from third parties for damages to parts of the work that have not yet been completed
12.3. The Client indemnifies the Supplier against any claims from third parties for damage to parts of the work that have not been completed
the work that has already been completed.
Article 13: Liability
13.1. In the event of a culpable failure to perform, the Supplier is obliged
13.1. In the event of an attributable breach of contract, the contractor shall be obliged to fulfil his contractual
Article 14, as yet to be performed.
13.2. The obligation of the contractor to compensate damages
The Supplier's obligation to compensate for damages, on any grounds whatsoever, is limited to damages for which the
for which the Supplier is insured under an insurance policy taken out by or on behalf of the Supplier.
The Supplier's obligation to compensate for damages, on any grounds whatsoever, is limited to damages for which the Supplier is insured under the insurance policy taken out by or on behalf of the Supplier. The extent of
The scope of this obligation, however, shall never exceed the amount paid out under this insurance
The scope of this obligation, however, will never exceed the amount paid out under that insurance policy in the case in question.
13.3. If, for whatever reason, the Supplier is unable to invoke paragraph 2 of this
If, for whatever reason, the contractor is unable to invoke paragraph 2 of this article, the obligation to pay compensation
If, for whatever reason, the contractor is unable to invoke paragraph 2 of this article, the obligation to pay compensation for damage will be limited to a maximum of 15% of the total
(exclusive of VAT). If the agreement consists of parts or
partial deliveries, this obligation is limited to a maximum of 15% of the
(exclusive of VAT) of the contract price of that part or partial delivery.
partial delivery. In the case of continuing performance contracts, the obligation
obligation to compensate damage is limited to a maximum of 15% (exclusive of VAT) of the
(exclusive of VAT) of the contract price owed over the last twelve months
last twelve months prior to the event
damaging event.
13.4. The following are not eligible for compensation
a. consequential loss. Consequential damage is understood to mean, among other things
Consequential damage is understood to include damage caused by stagnation, loss of production, loss of profit,
penalties, transport costs and travel and accommodation expenses;
b. consequential loss. Superstructural damage is understood to mean, among other things
supervision damage is understood to include damage caused by or during the performance of the work to objects
caused by or during the performance of the work to objects on which work is being carried out or to
objects which are located in the vicinity of the work site
work is being carried out;
c. damage caused by the intent or gross negligence of
of helpers or non-management employees of the contractor.
of the Supplier.
The Client may take out insurance to cover such damages, if such is deemed possible.
insure himself against such damages, if possible.
13.5. The Contractor is not obliged to compensate for damage to materials
13.5. The Supplier is not obliged to compensate for damage to materials supplied by or on behalf of the Client due to
13.5 The Contractor is not obliged to compensate for damage to materials supplied by or on behalf of the Client as a result of processing that has not been carried out properly.
13.6. The Client indemnifies the Supplier for all claims
The Client indemnifies the Supplier against all third-party claims for product liability stemming from
a defect in a product which the Client has delivered to a third party and
third parties of which the products or materials delivered by the Supplier are part.
the products or materials supplied by the contractor are part of.
The Client is obliged to compensate the Supplier for all damage
The customer is obliged to compensate all damage suffered by the contractor in this connection, including the (full) costs of
The Client is required to compensate the Supplier for all damages, including the full costs of legal assistance.
Article 14: Warranty and other claims
14.1. Unless otherwise agreed in writing, the Supplier guarantees the proper performance of the agreed
14.1. Unless otherwise agreed in writing, the Supplier guarantees the proper performance of the agreed
14.1. Unless otherwise agreed in writing, the Supplier guarantees the proper performance of the agreed performance for a period of six months after delivery or completion, as described in more detail in the following paragraphs.
14.2. If the parties have agreed on different warranty conditions, the provisions of this article apply in full,
unless this is in conflict with those divergent guarantee conditions.
14.3. If the agreed performance has not been carried out properly
14.3. If the agreed performance has not been carried out in a proper manner, the Supplier will choose within a reasonable period whether
carry out the performance in a sound manner or credit the Client for a proportionate part of the
a proportionate part of the contract sum.
14.4. If the contractor chooses to carry out the work properly as yet, he shall determine the
If the contractor decides to carry out the work properly at a later date, he shall determine the manner and time of performance himself.
The Client must in all instances offer the Supplier the opportunity to do so.
The Client must in all instances offer the Supplier the opportunity to do so. If the agreed performance
(partly) consisted of the processing of material supplied by the Client, the Client must carry out the processing at his own expense.
material supplied by the Client, the Client must supply new material at his own expense and risk.
supply new material at the Client's own expense and risk.
14.5. Parts or materials that the Supplier repairs or
Parts or materials that are repaired or replaced by the Contractor must be sent to him by the Client.
14.5. Any parts or materials repaired or replaced by the contractor must be sent to him by the customer.
14.6 The following will be borne by the Client
a. all transport or shipping costs;
b. the costs of dismantling and assembly; c. travel and accommodation expenses and travelling time;
c. travel and accommodation expenses and travelling time.
14.7. The Contractor will only be obliged to provide the warranty if the Principal has fulfilled all its obligations.
14.7. The Supplier will only be obliged to provide the guarantee if the Client has fulfilled all
14.7 The Supplier will only be obliged to perform the guarantee if the Client has fulfilled all its obligations.
14.8. a. The guarantee is excluded for defects that are the result of
- normal wear and tear;
- injudicious use
- maintenance that has not been carried out or carried out incorrectly;
- installation, assembly, modification or repair by the customer
or by third parties;
- defects in or unsuitability of goods originating from, or prescribed by the
prescribed by the client;
- defects in or unsuitability of materials or tools used by the principal.
materials or resources used by the Principal.
b. No warranty is given on
- delivered items that were not new at the moment of delivery; - delivered items that were not new at the moment of
delivery;
- the testing and repair of the Principal's goods;
- parts for which a manufacturer's warranty has been issued.
14.9. The provisions of paragraphs 3 to 8 of this article shall apply mutatis mutandis to any claims the Principal may have based on breach of contract, non-conformity or any other
14.9. The provisions of paragraphs 3 to 8 of this Article shall apply accordingly to any claims the Client may have based on breach of contract, non-conformity or any other basis.
Article 15: Duty to complain
15.1. The Principal may no longer invoke a defect in the performance if he does not
15.1. The principal may no longer rely on a defect in the performance if he does not complain about it within fourteen days after he has discovered
The Client may not invoke defects in the product or service unless a written complaint has been submitted to the Supplier within fourteen days after the defect was detected or should, within reason, have been detected,
The Client may not invoke defects in the product or service unless a written complaint has been submitted to the Supplier within fourteen days after the defect was detected or should, within reason, have been detected.
15.2. The Client must make any complaints about the invoice within the period allowed for payment, on pain of forfeiture of all rights.
15.2. The Client must submit complaints about the invoice to the Supplier in writing within the payment period, on pain of forfeiture of all rights.
The Client must submit any complaints about the invoice to the Supplier in writing within the payment period, on pain of forfeiture of all rights. If the payment period
If the term of payment exceeds thirty days, the Client must have complained in writing to the
If the payment period is longer than thirty days, the customer must have complained in writing to the contractor within thirty days of the invoice date.
Article 16: Uncollected items
16.1. The Principal will be obliged to actually take delivery of the object(s) forming the subject of the Agreement at the agreed location after the delivery period or implementation period has
16.1. The principal is obliged to actually take delivery of the item(s) forming the subject of the agreement at the agreed location after the delivery period or period of performance has ended.
16.2. The Client must cooperate fully, free of charge, in order to enable the Supplier to effect delivery.
The Client must provide all assistance, free of charge, to enable the Supplier to effect the delivery.
16.3. Any goods not taken delivery of will be stored at the Client's expense and risk.
Uncollected items will be stored at the Client's expense and risk.
16.4. If the provisions of paragraphs 1 or 2 of this Article are violated, the
16.4. In the event of an infringement of the provisions set out in paragraphs 1 or 2 of this Article, the Client shall, after having
If the provisions of paragraphs 1 or 2 of this Article are violated, the Client will, after having received notice of default from the Supplier, owe the Supplier a penalty of €250 per day, with a maximum of €25,000.
This penalty may be demanded in addition to damages pursuant to the law.
This penalty may be claimed in addition to damages pursuant to the law.
Article 17: Payment
17.1. Payment must be made at the Supplier's place of business or to an account specified by the Supplier.
account to be specified by the Contractor.
17.2. Unless agreed otherwise, payment must be made within 30
17.2. Unless otherwise agreed, payment must be made within 30 days of the invoice date.
17.3. If the customer fails to fulfil his payment obligation, he shall be
17.3. If the Client fails to meet the payment obligation, the Client is obliged, instead of paying the agreed
Instead of paying the agreed amount of money, the Client must comply with a request from the Supplier for
payment in instalments.
The Client's right to set off claims against the Supplier or to suspend the fulfilment of its obligations is excluded, unless the Client has requested the
The Client's right to offset any claims on the Supplier or to suspend the fulfilment of its obligations is excluded, except in the event of a suspension of payments or bankruptcy on the part of the Supplier.
17.4. The Client's right to offset any claims on the Supplier or to suspend the fulfilment of any obligations is excluded, unless the Supplier has been granted a suspension of payments or has been declared bankrupt or is
debt rescheduling is applicable to the Supplier.
17.5. Regardless of whether the Supplier has fully performed the agreed
17.5. Regardless of whether the Supplier has fully performed the agreed
17.5. Regardless of whether the Supplier has fully performed the agreed
immediately due and payable if:
a. a payment period has been exceeded;
b. the customer fails to fulfil his obligations under Article 16;
c. bankruptcy or suspension of payment has been applied for in respect of client
d. any attachment of goods or claims of the principal is made
client's assets or claims is seized; e. the client (company) is dissolved
e. the client (company) is dissolved or liquidated;
f. the customer (natural person) requests to be admitted to
admitted to statutory debt rescheduling, is placed under
(f) the Client (natural person) requests to be admitted to statutory debt rescheduling, is placed under guardianship or dies.
17.6. In the event of any delay in the payment of a sum of money
17.6. If payment of a sum of money is delayed, the Client is liable to pay the Supplier interest on that sum
The Client is liable to pay the Supplier interest on any sum of money that is delayed in payment, as from the day following the date on which payment is
agreed upon as the latest date of payment, up to and including the date on which the Client
the date on which the Client pays the amount of money. If the parties
no final date for payment has been agreed, the interest
interest shall be due as from 30 days after the due date. The
interest rate is 12% per year, but is equal to the statutory
interest if this is higher. In calculating the interest, a
part of the month shall be regarded as a full month. Each time
After each end of a year, the amount on which the interest is calculated is increased
calculated shall be increased by the interest due for that year.
interest due over that year.
17.7. The Contractor is entitled to set off its debts to
17.7. The contractor is authorised to set off its debts to the customer against claims of
17.7. The Supplier is entitled to set off debts to the Client against claims of companies affiliated with the Supplier on the Client.
In addition, the contractor is authorised to set off its claims on the
Commissioning Party with debts owed by companies affiliated with the
undertakings affiliated with the contractor have on the customer.
customer. Furthermore, Op-tracht is authorized to set off its
Commissioning Party with debts owed to the Commissioning Party.
on companies affiliated with the customer. By
Affiliated undertakings shall be understood to mean: all
All companies belonging to the same group in the sense of
Article 2:24b of the Dutch Civil Code and a participation as defined in Article 2:24c of the
DCC.
17.8. If payment is not made on time, the Client is immediately liable to pay the Supplier all extrajudicial costs, to a minimum of €75.
17.8. If payment is not made on time, the Client must pay the Supplier all extrajudicial costs, to a minimum of €75.
These costs are calculated on the basis of the following
These costs are calculated on the basis of the following table (principal amount including interest):
for the first € 3.000,- 15%.
for the excess up to € 6.000,- 10%
for the excess up to € 15.000,- 8%
for the remainder up to € 60.000,- 5%.
for the remainder from € 60.000,- 3%.
The actual extrajudicial costs incurred are
The actual extrajudicial costs incurred are due, if they are higher than follows from
The actual extrajudicial costs incurred are due if they are higher than follows from the above calculation.
17.9. If the contractor is held to be fully or largely in the right in legal proceedings
If the Supplier is successful in all or most of the legal proceedings, all costs which the Supplier has incurred in connection with those proceedings are for the Client's account.
If the contractor is wholly or largely successful in legal proceedings, all costs which he has incurred in connection with these
Client.
Article 18: Collateral
18.1. Irrespective of the agreed payment conditions, the
The principal is obliged, at the first request of the
the Contractor, at the latter's discretion, sufficient security for payment.
sufficient security for payment, at the Supplier's discretion. If the Client fails to do so within
If the customer does not do so within the specified period, he shall be immediately in default.
default. The contractor shall in that case have the right to
Agreement and to recover its losses from the Client.
recover its losses from the Client.
18.2. The Contractor will remain the owner of delivered goods as long as
The Client:
a. has not fulfilled his obligations under any agreement with the Supplier; b. has not paid for any work performed or
agreement with the Supplier;
b. claims resulting from non-fulfilment of the aforementioned agreements, such as
above-mentioned agreements, such as damage
penalty, interest and costs.
As long as any goods supplied are subject to retention of ownership, the Client may not dispose of them for purposes other than normal business operations.
As long as delivered goods are subject to retention of title, the client may not encumber or
18.3. As long as any goods supplied are subject to retention of title, the Client may not encumber or dispose of them beyond the scope of its normal business operations. This clause
This clause shall have the effect of restoring title.
After the Supplier has invoked retention of ownership, it may not encumber or dispose of
After the Supplier has invoked retention of ownership, it may repossess the objects delivered.
The Client shall render every assistance in this regard.
18.5. If, after the goods have been delivered to the contractor in accordance with the agreement
If the Client has fulfilled its obligations after the items have been delivered to it by the Supplier, in accordance with the agreement, the
If the Client has fulfilled its obligations under the Agreement, the
If the Client has fulfilled its obligations under the Agreement, the retention of title in respect of those goods shall revive if the Client
If the Client fails to fulfil its obligations under a subsequent agreement, the
If the Client fails to fulfil its obligations under a subsequent agreement, the retention of title in respect of those goods will be revived.
18.6. The Contractor shall have retained title to all goods which it has or will have in its possession from the Client on
18.6 The Contractor shall have a retention of title in respect of all items that it has or will have in its possession from the Client on any basis whatsoever and in respect of all
The Contractor shall have a right of pledge and a right of retention in respect of all items
18.6 The Contractor shall have a right of pledge and a right of retention in respect of all items that it has or will have in its possession on any account whatsoever and in respect of all claims which it has or may have on the Client.
Article 19: Intellectual property rights
19.1. The Contractor is deemed to be the creator
designer or inventor of the works, models or inventions created within the scope of the contract.
The Contractor is considered the creator, designer or inventor of the works, models or inventions created as part of the Agreement.
The Contractor therefore has the exclusive right to apply for a
to apply for a patent, trademark or design.
19.2. The Contractor shall not, in the performance of the Agreement
The Contractor does not transfer any intellectual property rights to the
Client in the performance of the Agreement.
19.3. If the performance to be provided by the Contractor consists (partly) of the
19.3 If the performance to be provided by the Supplier consists, in whole or in part, of the supply of computer software, the source code
The source code will not be transferred to the Client.
The Client shall obtain a non-exclusive copy of the source code for the sole purpose of
The Client shall acquire a non-exclusive, worldwide and perpetual user licence to the software solely for the purpose of normal use and proper functioning of the object.
on the computer software. Client is not allowed to
permitted to transfer the license or to issue a sublicense.
sublicense. In case of sale of the item by
client to a third party, the license shall automatically
If the Client sells the item to a third party, the licence shall pass to the party acquiring the item by operation of law.
19.4. The Contractor will not be liable for any damage suffered by
The Contractor is not liable for any damage that the Client suffers as a result of an infringement of third-party intellectual
intellectual property rights of third parties. The Client shall indemnify the Supplier against any claim by third parties relating to
The Client indemnifies the Supplier against any claim by third parties in connection with an infringement of intellectual property rights.
Article 20: Transfer of rights or obligations
The Client may transfer rights or obligations under
any article of these general conditions or the
underlying agreement(s) may not be transferred or pledged
except with the prior written consent of
Contractor. This clause shall have the effect of property law.
Article 21: Cancellation of the Agreement
21.1. The customer is not authorized to terminate or cancel the agreement
cancel the agreement, unless the contractor agrees
agreement. If the contractor consents, the customer is
owe the Contractor immediately due and payable compensation in the amount of the
amount of the agreed price, minus the savings that the
savings arising for the contractor from the termination
ensuing for the contractor from the termination. The compensation shall amount to at least 20% of the
agreed price.
21.2. If the price is made dependent on the costs actually incurred by the contractor (cost-plus basis), the
If the price depends on the costs actually incurred by the contractor (cost-plus basis), the
referred to in the first paragraph of this Article will be estimated at the sum of the costs, working hours and
the sum of the costs, working hours and profit which the contractor is
expected by the contractor for the entire contract.
over the entire assignment.
Article 22: Applicable law and competent court
Dutch law applies.
22.2. The Vienna Convention on Contracts for the International Sale of Goods (CISG) does not apply, nor does any other international regulation of which the CISG is the author,
The Vienna Sales Convention (C.I.S.G.) does not apply, nor does any other international regulation the exclusion of which is permitted.
is permitted.
22.3. The Dutch civil court that has jurisdiction in the place of
The Dutch civil court that has jurisdiction in the place of the Supplier's registered office is competent to hear
disputes. The Supplier may deviate from this
The Contractor may deviate from this rule of jurisdiction and apply the statutory
The contractor may deviate from this rule of jurisdiction and apply the statutory rules of jurisdiction.