General terms and conditions
Article 1: Definitions
In these general terms and conditions the following terms are understood to mean:
a. The entrepreneur: all members of the Royal Metal Union
b. The consumer: any natural person who – not acting in the exercise of a profession or business – enters into an agreement with the entrepreneur, as described under a;
c. The work: the totality of the activities agreed between the consumer and the entrepreneur and the materials supplied by the entrepreneur;
d. Additional work and reduced work: additions to or reductions in the agreed work requested by the consumer that result in an additional payment above or a deduction from the agreed contract sum;
e. The Royal Metal Union: Dutch organization of entrepreneurs in small and medium-sized enterprises in the metal industry;
Article 2: Applicability
2.1 These terms and conditions apply to all offers made by members of the Royal Metal Union, and to all agreements of sale and work execution that they conclude with consumers.
2.2 All offers are without obligation.
2.3 In the event of any conflict between the content of the agreement concluded between the entrepreneur and the consumer and these general terms and conditions, the provisions of the agreement shall prevail.
2.4 These terms and conditions may only be used by members of the Royal Metal Union.
Article 3: The offer
3.1 The entrepreneur shall submit an offer that is expected to exceed an amount of €500.00 in writing or electronically, unless urgent circumstances make this impossible.
3.2 The offer contains a description of the materials to be supplied and the work to be performed, which is sufficiently detailed to enable the consumer to properly assess the offer.
3.3 The offer shall state the time or period in which the work can commence, include an indication of the duration of the work and a fixed or estimated date of completion or delivery.
3.4 The offer provides insight into the price of the materials and the pricing method that will be used for the work to be performed: 'contract price' or 'cost-plus':
a) With the 'contract sum' pricing method, the parties agree on a fixed amount for which the work will be carried out;
b) With the "cost-plus" pricing method, the entrepreneur provides a precise specification of the price factors (including the hourly rate and unit prices of the required materials). At the consumer's request, the entrepreneur may provide an estimate of the expected implementation costs by stating a target price, unless the entrepreneur deems this unreasonably possible under the circumstances.
3.5 The drawings, technical descriptions, designs, and calculations that are part of the offer and were created by the entrepreneur himself and/or on his behalf remain the property of the entrepreneur. They may not be made available or shown to third parties without the entrepreneur's permission. They may also not be copied or otherwise reproduced without the entrepreneur's permission. If no order is placed, these documents must be returned to the entrepreneur within 14 days of a request to that effect from the entrepreneur, at the consumer's expense and risk.
3.6 If the consumer does not accept the offer, the entrepreneur is entitled to charge the costs associated with making the offer, provided that the entrepreneur has informed the consumer in writing, immediately upon or after requesting the offer, of the existence of this obligation and the amount of these costs. If the entrepreneur exercises this option and the consumer has paid the relevant costs, the drawings accompanying the offer become the property of the consumer, without prejudice to the entrepreneur's intellectual property rights.
Article 4: Conclusion of the agreement
4.1 The agreement is concluded upon the consumer's acceptance of the entrepreneur's offer. Acceptance is preferably made in writing or electronically, where possible.
4.2 In the event of electronic acceptance by the consumer, the entrepreneur will confirm receipt of the order to the consumer electronically. If the consumer accepts the offer verbally, the entrepreneur will confirm the order preferably in writing or electronically.
Article 5: Obligations of the entrepreneur
5.1 The contractor will perform the work properly, thoroughly, and in accordance with the terms of the agreement. The work will be performed during normal working hours, unless otherwise agreed.
5.2 When carrying out the work, the contractor shall comply with the applicable statutory regulations as they are or will be in force at the time the work is carried out.
5.3 The entrepreneur will inform the consumer of the following that are reasonably known to him and relevant to the work:
a) inaccuracies in the work assigned;
b) inaccuracies in the methods and constructions required by the consumer;
c) defects of the immovable property on which the work is being carried out;
d) defects in or unsuitability of materials or resources made available by the consumer;
e) inaccuracies in the information provided by or on behalf of the consumer; all of the foregoing insofar as these become apparent to the contractor before or during the performance of the work and the contractor must be deemed an expert in the matter.
Article 6: Obligations of the consumer
6.1 The consumer gives the entrepreneur the opportunity to perform the work.
6.2 The consumer ensures that the entrepreneur has timely access to the approvals (such as permits and exemptions) and data required for the work.
6.3 The consumer must provide the available connection facilities for the energy and water required for the work. The costs of electricity, gas, and water are the consumer's responsibility.
6.4 The consumer must ensure that work and/or deliveries to be carried out by third parties, which are not part of the entrepreneur's work, are carried out in such a way and on time that the execution of the work is not delayed. If a delay nevertheless occurs, the consumer must notify the entrepreneur in a timely manner.
6.5 If the commencement or progress of the work is delayed by circumstances as referred to in the previous paragraph, the consumer must compensate the entrepreneur for the related damage and costs, if these circumstances can be attributed to him.
6.6 The consumer must report defects in the work to the entrepreneur, preferably in writing or electronically, within a reasonable time after discovering them or reasonably should have discovered them.
6.7 The consumer bears the risk for damage caused by:
– inaccuracies in the work assigned;
– inaccuracies in the constructions and working methods required by the consumer;
– defects in the immovable property on which the work is being carried out;
– defects in materials or resources made available by the consumer;
– inaccuracies in the information provided by or on behalf of the consumer;
Article 7: Additional and reduced work
7.1 With the "contract price" pricing method as defined in Article 3, paragraph 5, the consumer may, after the agreement has been concluded, request additional or reduced work. If the entrepreneur accepts the additional or reduced work, they may extend the expected date of completion or delivery as referred to in Article 3.4 by the time required to supply the materials and components and to perform the work.
7.2 In the event of additional work ordered by the consumer, the entrepreneur can only claim a price increase if he has informed the consumer in a timely manner of the resulting price increase, unless the consumer should already have understood this himself.
7.3 Any additional or reduced work for a total amount exceeding 10% of the price of the work must be agreed in advance in writing, except in urgent circumstances.
7.4 The absence of a written order does not affect the entrepreneur's or consumer's claims for settlement of additional or reduced work. In that case, the burden of proof of the order rests with the person making the claim.
Article 8: Delivery or completion of the work
8.1 The work is delivered when the entrepreneur has informed the consumer that the work has been completed and the consumer has accepted the work;
8.2 The work is considered to have been completed when:
– no later than 14 days have passed after the entrepreneur has notified the consumer in writing or electronically that the work has been completed and the consumer has failed to accept the work within that period, unless the consumer rejects the work in writing within that period with reasons;
– the consumer puts the work into use (again), with the understanding that by putting part of the work into use, that part is considered to have been delivered.
– the consumer does not approve the work due to minor defects and/or missing parts that can be repaired or supplied within 30 days and that do not prevent the work from being put into use. The entrepreneur is obligated to repair the defects or supply the parts as soon as possible.
Article 9: Non-performance of the assignment
9.1 If the performance of the work becomes temporarily impossible for one of the parties due to a cause beyond its control, that party shall have the right to suspend the fulfillment of its obligations for that period.
9.2 If the performance of the work becomes permanently impossible for one of the parties due to a cause beyond its control, then the latter is entitled to terminate the performance of the work in return for compensation to the other party for the reasonable costs incurred.
Article 10: Payment
10.1 Payment is made at the place of business of the entrepreneur or into an account designated by the entrepreneur.
10.2 Parties may agree to payment in installments. If payment in installments has been agreed and the entrepreneur fails to fulfill its obligation regarding the continuation of the delivery/the work to be performed, the consumer has the right to suspend the installment payment.
10.3 Upon purchase, the entrepreneur has the right to oblige the consumer to make an advance payment of up to 50% of the price.
Article 11: The final settlement
11.1 Within a reasonable period after delivery or collection, the entrepreneur must submit the final invoice to the consumer.
11.2 When using the 'contract price' pricing method, the final invoice must contain a clear description of the original order and any additional or reduced work ordered.
11.3 When using the "cost-plus" pricing method, the final invoice will include a breakdown of the materials used and their costs, the hours worked and the hourly rates, and other costs. If the entrepreneur has stated a target price, the target price may not be exceeded by more than 10%, except for additional work, unless the entrepreneur has warned the consumer in a timely manner that the target price will be exceeded by a greater amount.
11.4 Unless payment is made in cash, payment of the final invoice will take place within fourteen days of the invoice date.
Article 12: Non-timely payment
12.1 If the consumer does not pay on time, he is deemed to be in default without further notice of default.
12.2 The entrepreneur may charge interest on any payment not made on time from the expiry of the payment term until the date of receipt of the amount due. This interest is equal to the statutory interest referred to in Article 6:119 of the Dutch Civil Code.
12.3 If the consumer fails to pay an installment as referred to in Article 11, the contractor is entitled to suspend the work, provided that the contractor has notified the consumer in writing or electronically of the payment. The provisions of the previous sentence do not affect the contractor's right to compensation for costs, damages, and interest.
Article 13: Retention of title
After delivery, the entrepreneur remains the owner of delivered goods as long as the consumer:
– fails or will fail to fulfill its obligations under this Agreement or other similar agreements;
– does not pay or will not pay for work performed or yet to be performed under such agreements;
– claims arising from failure to comply with the above-mentioned agreements, such as damages, fines, interest and costs, have not been paid.
Article 14: Response to work on agreement and guarantees
14.1 The entrepreneur guarantees that the delivered work complies with the agreement. The entrepreneur also guarantees that the work possesses the properties necessary for normal use, taking all circumstances into account, as well as for special use, if agreed upon.
14.2 If a deviation from what was agreed becomes apparent within six months of delivery, it is presumed that the work did not conform to the agreement upon delivery. In that case, the contractor will remedy the defect free of charge, unless they can demonstrate that the work did conform to the agreement at the time of the agreement. The foregoing does not affect the contractor's legal liability for any defects in the work even after the aforementioned periods.
14.3 The warranty referred to in paragraph 2 shall lapse if:
– defects in the work are not reported to the contractor in writing as soon as possible after they were discovered or could reasonably have been discovered;
– defects are the result of normal wear and tear;
– defects are caused by an error, improper use or neglect of the consumer or his legal successor, or by external causes; – defects are not a consequence of the work;
– defects are the result of lack of or incorrect maintenance;
– defects are the result of installation, assembly, modification or repair by the consumer or by third parties without the prior written consent of the entrepreneur;
– the consumer has not met his payment obligations.
Article 15: Applicable law and competent court
15.1 Dutch law applies.
15.2 Only the Dutch civil court with jurisdiction in the consumer's place of residence will hear disputes, unless this is contrary to mandatory law.
15.3 Parties may agree on another form of dispute resolution such as arbitration or mediation.