Terms and conditions
1. To the exclusion of all terms and conditions used by the other party, these terms and conditions apply to all offers and agreements regarding the sale, delivery and/or provision of services by METICS, insofar as the parties have not expressly deviated from these terms and conditions.
2. METICS cannot be deemed to have agreed to the terms and conditions used by the other party or to an amendment of these terms and conditions of sale not agreed in writing by any act, notification or tacit agreement.
Quotations, agreements and documentation
1. All quotations issued by METICS are without obligation and are valid for a period of 30 days, unless stated otherwise. METICS is only bound by an offer if the acceptance thereof is confirmed in writing by the other party within 30 days.
2. When the other party places an order that is not preceded by a quotation from METICS, an agreement is only concluded if METICS has accepted this order in writing.
3. Only changes to a concluded agreement agreed in writing can be binding on the parties.
4. Information stated in catalogues, documentation, images, drawings and calculations provided by or on behalf of METICS are indicative. METICS reserves the right to make construction, size and material changes in relation to the data and images contained in its catalogs and other printed matter in the goods to be delivered.
5. Offers, documentation, drawings, calculations and descriptions remain the property of METICS, even if costs have been charged by METICS. If no agreement is concluded, they must be returned to METICS without delay.
They may not be made available to third parties or made available for inspection, either in original or in copies without the express permission of METICS. The other party guarantees that no data concerning the used and/or construction methods used by METICS will be shown, disclosed or used to third parties. In the event of violation of the foregoing, the other party will owe METICS 20% of the total amount stated in the offer by METICS, with a minimum of € 500.00 per violation.
6. Unless expressly stated otherwise, every offer is based on performance under normal circumstances and during normal working hours applicable at METICS. In the event of delivery outside normal working hours, a surcharge will be charged on the normal rate.
7. A minimum order quantity applies for various components, which will be quoted as such by METICS. If the other party purchases a first quantity of that minimum quantity, the other party is also obliged to purchase the remainder of the minimum purchase quantity.
Description, quality and commercials
1. METICS will deliver the goods in the description, quality and quantity, as described in the offer or in the quotation or as accepted by METICS. Minor deviations in colour, quality, dimensions and weight are permissible.
2. METICS is not obliged to deliver goods once delivered after the warranty period if these goods have been taken out of production or have lapsed from its sales program for any other reason.
3. The other party must inspect the purchased items (or have them examined) immediately upon delivery. In doing so, the other party checks: a. whether the packaging, packaging and external condition of the goods are in order; b. whether the correct goods have been delivered; c. whether the delivered goods correspond to what has been agreed in terms of quantity (for example number and quantity); d. whether the delivered goods meet the agreed quality requirements or – if these are lacking – the requirements that may be set for normal use of the goods.
4. Complaints regarding packaging and/or external condition of the goods must be noted directly on the receipt.
Complaints regarding visible defects or shortcomings must be made known to METICS within 14 days of delivery. Non-visible defects must be made known to the other party within 14 days after discovery, but at the latest within the warranty period of Article 12 paragraph 2.
5. All complaints must be made in writing by registered post or by email to the address of METICS within the periods indicated in the previous paragraph, on pain of forfeiture of the other party's rights. METICS must be given the opportunity to assess the merits of the complaints.
6. Even if the other party makes a timely complaint, its obligation to pay and accept orders that have been placed will continue to exist. Goods can only be returned to METICS after prior written permission.
7. Only if a defect is recognized as such by METICS, the other party is entitled to suspend payment of 5% of the price of the goods concerned, until the defect has been repaired. Any other appeal by the other party does not suspend the payment obligation, unless otherwise agreed.
Prices, price change
1. The price agreed with a counterparty established in the Netherlands includes, in addition to the price for the goods, customs clearance costs, import duties, letter of credit costs and costs of packaging and is exclusive of VAT. The price agreed with a counterparty established outside the Netherlands only includes the price of the goods purchased and the goods to be delivered, including packaging.
2. The agreed price is based on the wages, social security charges, material prices and currency ratios applicable at the time of the conclusion of the agreement. If, after the conclusion of the agreement, but before delivery of goods, the cost price for METICS is increased, either as a result of
currency review, increase in taxes or import duties, introduction or amendment of government regulations or measures or price increases of raw materials and consumables, or other circumstances beyond METICS' sphere of influence, METICS is entitled to pass on the price increase to the other party. Only if the price increase amounts to more than 10% compared to the agreed price, the other party has the right to dissolve the agreement within 14 days after METICS has informed the buyer about this in writing by means of a written statement sent to METICS and sent by registered post.
Delivery, delivery time
1. The stated delivery time commences on the day after the day on which agreement has been reached between METICS and the other party on all technical details and after all data and materials necessary for the execution of the agreement are in METICS' possession, unless otherwise agreed in writing. .
2. An agreed delivery time is not a strict deadline.
3. Unless METICS is in force majeure pursuant to Article 13, if the delivery time is exceeded by more than 30 days, the other party must give METICS written notice of default and allow a reasonable period to still deliver, failing which the other party has the right to cancel the agreement. by means of a written statement sent to METICS by registered post or email.
4. If the delivery time is exceeded, for whatever reason, METICS is never liable for the damage caused to the other party or third parties, including consequential damage.
5. Delivery to a counterparty established in the Netherlands will be carriage paid to the agreed place of delivery, exclusive of unloading, unless otherwise agreed in writing. Delivery to a counterparty established outside the Netherlands takes place 'ex works', unless otherwise agreed in writing.
6. METICS is deemed to have fulfilled its obligation to deliver by offering the goods to the other party once. An offer to deliver is equated with delivery.
7. In the event that the other party refuses to take receipt of the goods or is negligent in providing information or instructions necessary for the delivery, the goods will be stored in accordance with Article 6 at the risk of the other party. In that case, the other party will owe all additional costs, including in any case the costs of return and storage. In the event of refusal to purchase, METICS will not be obliged to deliver the goods until the other party has paid the agreed price, including the costs incurred by METICS as a result of the refusal to purchase.
8. The other party will provide the necessary facilities for access, transport and installation at the delivery address.
9. METICS is permitted to deliver sold goods in parts, unless a partial delivery has no independent value. If the goods are delivered in parts, METICS is authorized to invoice each part separately.
10. METICS is entitled to make COD delivery without stating reasons. 11. METICS has the right in the event of any change in the business situation of the other party (change of management, takeover, merger, attachment, etc.), at its discretion, to immediately discontinue delivery of orders still in progress or to demand security for their settlement. The same applies if unfavorable information about the other party reaches METICS. Furthermore, METICS is not obliged to deliver as long as the previous deliveries, the purchase price of which is due and payable, have not yet been paid in full.
Storage and returns
1. If the other party has indicated that it is not able to receive the goods at the agreed time, METICS will - if its storage facilities allow this - at the request of the other party to keep the goods, secure them and take all reasonable measures to prevent deterioration. in quality until METICS has been delivered to the location(s) specified by the other party or has been purchased by the other party.
2. The other party is obliged to reimburse METICS for the storage costs according to the usual rate at METICS and – failing this – according to the rate customary in the industry from the time the goods are ready for shipment, or if this is a later date, from the agreed delivery date.
3. In the case of the situation referred to in paragraphs 1 and 2 of this Article, METICS is entitled to invoice the other party for the amount of the order, which amount the other party must pay in accordance with the provisions of Article 13.
4. The other party is only entitled to return the delivered goods to METICS after prior written agreement with METICS about the reason for the return and crediting. The goods must be returned by the other party in the original packaging. Unless otherwise agreed, the goods will be returned carriage paid to the place(s) specified by METICS.
1. METICS will properly pack the goods to be delivered, unless the nature of the goods dictates otherwise, and secure them in such a way that they reach their destination in good condition during normal transport. METICS takes care of the usual transport insurance. METICS' liability with regard to the dispatch of the goods is limited under all circumstances to the cover provided by the transport insurers.
2. If METICS has made pallets, packing cases, crates, containers and the like available for packaging and transport or has had them made available by a third party – whether or not against payment of a deposit or a deposit – the other party is obliged, unless it concerns one-off packaging, to return these pallets, etc. to the address specified by METICS, failing which the other party will compensate METICS for the damage it has suffered as a result.
The delivery of goods and/or the performance of work or the provision of services, which are not mentioned in the agreement or which have been agreed in writing afterwards, are regarded as additional work. All changes to the agreement (for example changes to specifications or components at the request of the other party)
and the costs arising therefrom are also regarded as additional work, as well as the costs resulting from the incorrect provision of data, drawings, models and the like by the other party. Additional work will be charged by METICS to the other party on the basis of the price-determining factors in the sector, which apply at the time the additional work is performed.
From the time of delivery of the goods, the risk passes to the other party, who will properly insure the purchased goods,
regardless of the fact that the transport and/or assembly is done by METICS.
Retention of title
1. The goods delivered by METICS remain the property of METICS until the other party has fulfilled all the following obligations under all agreements concluded with METICS: - the consideration(s) with regard to the goods delivered or to be delivered themselves; - the consideration(s) with regard to services performed or to be performed by METICS under the purchase agreement(s); - any claims due to non-compliance by the other party with its obligations under the agreement, (an) agreement(s) arising from the agreement or new agreement(s).
2. The goods delivered by METICS, which by virtue of paragraph 1 are subject to retention of title, may not be resold or pledged without METICS' written consent, nor may any other right be established thereon, unless the goods are resold in the normal course of business. of the other party and with due observance of the provisions of Article 12.
3. If the other party does not fulfill its obligations or there is a well-founded fear that it will not do so, METICS is entitled to remove delivered goods, which are subject to the retention of title referred to in paragraph 1, from the other party or third parties who hold the goods for the other party. or get rid of hair. The other party is obliged to lend its full cooperation to this end, on pain of a fine of 15% of the amount owed by it for each day that the other party fails to do so.
4. If third parties wish to establish or assert any right to the goods delivered subject to retention of title, the other party is obliged to inform METICS as soon as can reasonably be expected.
5. The other party undertakes: - to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage and against theft and to submit the policy of this insurance to METICS for inspection; - pledge to METICS all claims of the other party or insurers with regard to the goods delivered subject to retention of title in the manner prescribed in Section 3:239 of the Dutch Civil Code; - to pledge to METICS the claims that the other party acquires against its customers when reselling goods delivered by METICS subject to retention of title in the manner prescribed in Section 3:239 of the Dutch Civil Code; - to mark the goods delivered subject to retention of title as the property of METICS; - to cooperate in other ways with all reasonable measures that METICS wishes to take to protect its property rights with regard to the goods and which do not unreasonably hinder the other party in the normal conduct of its business.
6. The other party that acts contrary to the provisions of paragraph 5 will forfeit a fine in favor of METICS equal to the invoice value of the goods, without prejudice to METICS' right to claim the actual, higher damage from the other party.
7. The other party must inform third parties of METICS' property rights. METICS may require the other party to notify it at the first request of a written notification to the said third parties, as well as confirmation of receipt of this notification by the third parties concerned.
Payment and collection
1. Unless otherwise agreed in writing, payment of the agreed price will be made as follows: - for orders up to and including € 15,000.00 excl. VAT: within 30 days net; - for orders of more than € 15,000.00 excl. VAT: 50% at the order, 20% at the start of production, 30% at the first delivery, all (instalment) payments within 30 days net.
2. The terms referred to in paragraph 1 are deadlines. After the expiry thereof, the other party is legally in default. From the moment it is in default, the other party owes 1% interest of the invoice amount per calendar month, whereby part of the month is counted as a whole month.
3. Payment must be made: - by means of legal tender at the offices of METICS; - by transferring the amount due to a bank/giro account indicated by METICS in the name of METICS.
4. If the other party does not, not timely or not properly fulfill any of its obligations arising from the agreement, as well as in the event of (its) (application for) bankruptcy, (application for) suspension of payments or full or partial takeover or liquidation of his company, he is deemed to be in default by operation of law and METICS is entitled either to suspend the execution of the agreement in whole or in part, or to
declare it dissolved in whole or in part without judicial intervention, without prejudice to the further rights, including the right to claim full damages.
5. Payment must be made without discount or settlement. METICS does not accept any goods in exchange. If payment is to be made in two or more installments, METICS is entitled to stipulate that the other party provides a bank guarantee.
6. Payments made by the other party always serve as settlement in the first place to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Payment of the principal amount is made in the first place on the due and payable invoices that have been outstanding the longest, unless METICS indicates a different order of payment in writing.
7. If the other party does not fulfill the agreement or only partially fulfills it, it will owe extrajudicial costs of 15% (excluding VAT) of the amount to be claimed by METICS.
8. METICS is at all times entitled to demand payment of an advance from the other party before commencing the execution of the agreement.
Warranty and Liability
1. The other party is deemed to have accepted the delivery or the installation/assembly as being in accordance with the order through the commissioning of the delivered or installed/assembled goods or acceptance of the test, which shows that the software functions properly.
2. Unless the parties have agreed otherwise in writing, METICS provides a 1-year warranty on material and construction errors from the date of delivery.
3. METICS' warranty is limited to free repair of a defective item or to replacement of that item or a part thereof, all this at METICS' discretion. Replaced parts become the property of METICS. The labor costs to be incurred by METICS with regard to the replacement are for the account of the other party.
4. METICS only guarantees that the goods are suitable for normal use, as provided in the product description or instructions for use. METICS does not guarantee that the goods are suitable for the purpose for which the other party wishes to use them; not even when this purpose has been made known to METICS, unless the contrary has been agreed between the parties.
5. The right to warranty lapses if the damage is the result of the fact that the other party or one of its buyers uses the goods in violation of the technical specification, instructions or user manual provided or otherwise makes an error during use, or if the other party has made adjustments or changes to the goods delivered by METICS. The other party cannot exercise any right to the guarantee during the period that it fails to meet its payment obligations.
6. METICS is not liable in connection with the goods or services delivered by it. services provided by it in no way be liable for trading loss and consequential damage, direct or indirect, by whatever name.
7. METICS is never (including, for example, not in the event of force majeure, complaints, failure to comply with any existing obligation, unlawful act, incorrect advice) to pay any compensation and/or fine, by whatever name and for whatever reason. Insofar as it is established in court that the aforementioned complete exclusion of liability cannot be maintained, the following applies: - that the amount to be paid by METICS in respect of compensation and fines could never be higher than for the liability insurance taken out by METICS entitles you to a payment, whereby the following applies that: - the amount to be paid by METICS / the insurer in respect of the compensation and fine can never be higher than the amount stated in the invoice for with regard to the relevant good(s), so also not in the event that the other party cannot claim a payment from our liability insurer, whereby: - METICS will be liable at most and exclusively up to an amount of maximum € 10,000, - in total. In all cases, however, METICS is never liable for indirect damage, consequential damage, immaterial damage, trading loss, environmental damage, damage due to loss of profit or damage as a result of liability towards third parties.
8. The other party indemnifies METICS against any claims for damages from third parties with regard to damage caused to them during the execution of the agreement, for which METICS is held liable. The other party is also liable towards METICS for compensation for any damage that METICS may suffer as a result of the defectiveness of the construction of the building as well as the (sub)soil thereof, in which the goods are installed.
9. METICS is not responsible for capacities, calculations, constructions and drawings provided or prescribed by the other party or government authorities, nor for assembly not performed by it.
1. Force majeure on the part of METICS is understood to mean any circumstance that METICS could not take into account at the time of entering into the agreement and as a result of which normal performance thereof cannot reasonably be required by the other party, such as, among other things, but not only: war, threat of war, civil war, state of siege, presence or threat of “fallout”, riot, molestation, fire, water and smoke damage, flood, sabotage, strike, occupation, lockout, illness of an irreplaceable employee, transportation problems import and export barriers, government measures, breakage or defects in machines of a special nature and specifically manufactured for the product, disruptions in the supply of energy, all both in METICS' business and at third parties from whom METICS supplies the necessary materials or must source raw materials in whole or in part, as well as during storage or during transport – whether or not on their own honor – and furthermore all other causes arise or lie through no fault or outside the sphere of risk of METICS.
2. If METICS is prevented from executing the agreement due to force majeure, METICS has the right to suspend execution or, at its discretion, to dissolve the agreement in whole or in part without judicial intervention.
3. In the event of force majeure, METICS is not obliged to guarantee or be liable for damage suffered by the other party, its customers or third parties.
4. If the delivery is delayed by more than three months due to force majeure, both METICS and the other party are entitled to dissolve the agreement with immediate effect by means of a written notice sent by registered post or by email to the other party, without either party being entitled may claim compensation.
5. If force majeure occurs while the agreement has already been partially performed, if the remaining delivery is delayed by more than three months due to force majeure, the other party has the authority to either keep the part of the goods already delivered and to pay the purchase price owed for it. or to dissolve the agreement for the part already performed in accordance with the provisions of paragraph 4 of this Article, subject to the obligation to return that which has already been delivered to METICS at the expense and risk of the other party, provided that the other party can demonstrate that the part of the goods already delivered can no longer be used effectively by the other party as a result of the non-delivery of the remaining goods.
1. METICS is authorized to dissolve the agreement by means of an extrajudicial statement addressed to the other party: - after written notice of default: if the other party fails to fulfill any contractual obligations and after a written summons sent by METICS to the other party for that purpose and sent by registered post. to fulfill its contractual obligations within one week; - without written notice of default: when the other party is declared bankrupt, applies for a provisional suspension of payments or loses the power of disposal over its assets or parts thereof due to attachment, placing under guardianship or otherwise, when the other party dies, as well as in the event of an (intended) shutdown or liquidation of the company and/or in the event of an (intended) dissolution of the other party's company.
2. Due to the dissolution, mutually existing claims become immediately due and payable. In the event of this dissolution, the other party forfeits an amount of 15% of the purchase price, without prejudice to METICS' claims for full compensation, including loss of profit and costs.
3. Apart from the possibilities for dissolution referred to in Article 15, the other party does not have the right to dissolve the agreement by means of an extrajudicial statement. In the event of an attributable shortcoming in the fulfillment of the agreement by METICS that is very serious and after the other party has sent at least two written notices of default, the other party is exclusively authorized to claim dissolution of the agreement in court.
Unless otherwise agreed in writing, the intellectual property rights to the designs, sketches, images, drawings, models, software (including software), quotations and the like provided by METICS,
which are and remain the property of METICS and which are owned without its permission. may not be copied, shown to third parties or used in any other way, regardless of whether the other party has been charged for this.
Change of conditions
1. METICS is authorized to amend or supplement these terms and conditions, which shall not apply to orders and deliveries that were already placed or took place before the time of amendment or supplementation.
2. METICS will send the amended terms and conditions to the other party in good time.
3. The changes come into effect at the moment that the changes are communicated to the other party, at least if METICS specifies a specific time at which the changes will come into effect, at that time.
1. The agreement and these general terms and conditions are governed by Dutch law.
2. All disputes arising from this agreement or resulting or new agreements, except for disputes that in their interest or nature fall
within the competence of the subdistrict court, will be submitted for settlement to the court in Almelo, without prejudice to METICS' right to submit disputes. to the competent court in the place of residence/establishment of the other party.