Article 1 General

1. These General Terms and Conditions of Delivery apply to all offers and agreements for contractor deliveries, except for any mechanical internal transport material, whether or not integrated into racks, unless the contractor and the client have expressly agreed otherwise in writing.
2. In these terms and conditions of delivery, the following definitions shall also apply:

Contractor: anyone who refers to these terms and conditions of delivery in his offer and/or places a test set-up or carries out a sight shipment;

Client: the person to whom the aforementioned offer is addressed.

1. In these terms and conditions of delivery, racks are understood to mean: archive, library, and warehouse racks.
   
   

Article 2 Offers and agreement

1. All offers are, unless otherwise stated, without obligation.
2. Information contained in catalogues, images, drawings, standardisation sheets, and the like shall not be binding except insofar as they are expressly included in a contract signed by the parties or an order confirmation signed by a contractor, without prejudice to the responsibility of the client for data provided by him, whereby it is still the case that these are offered and delivered per the usual guidelines and standards, concerning design, calculation, and assembly, whereby the client accepts, in particular, the responsibility for the correctness and completeness of the procurement data, which must be provided by him per NEN 5051 & NEN-EN 15635 (see also indicated in Arbo-Informatieblad AI-14) and following.

Minor differences in size or minor changes in construction or parts desired for the benefit of an exemplary execution remain reserved.

1. After the warranty period, the contractor is not obliged to deliver products once delivered if these products have been taken out of production or have lapsed from his sales program for other reasons.
2. The offer made by the contractor, as well as drawings, calculations, and descriptions provided by him, remain his property and, if no assignment with the contractor is concluded, must be returned to him without delay.

They may not be copied in whole or in part without the express permission of the contractor nor made available to third parties for inspection.

1. The client guarantees that no information regarding the contractor’s manufacturing and/or construction methods will be shown, disclosed, or used by third parties.
2. Unless expressly stated otherwise, each offer is based on performance under normal circumstances and during the contractor’s regular working hours. In case of delivery or assembly outside the regular working hours, a surcharge will be charged at the standard hourly rate.
3. The Contractor is only bound after it has definitively accepted an assignment in writing or has confirmed it in writing. Any agreements or commitments made in advance, which he has not accepted in writing, will have lapsed.
4. Verbal promises by – and agreements with – subordinates of the contractor are not binding until and insofar as they have been confirmed in writing by the contractor.

Article 3 Advice and project costs

1. The costs for issuing a preliminary study and/or design proposal are for the client’s account.
2. The copyright on advice, drawings, images, and descriptions provided by the contractor remains reserved to the contractor at all times.
3. Advice is worked out and given to the best of our knowledge and ability. However, the contractor cannot be held liable for the advice given.

Article 4 Price

1. The agreed price excludes turnover tax, freight costs, packaging, and assembly.
2. If the client desires this, the contractor will take care of transport to the internal place of destination in return for payment, provided that the products supplied can be transported to the internal place of destination with a lift that is sufficiently large for the platform trucks and pallet trucks and otherwise without disorder.
3. Suppose the delivery is postponed or accelerated at the client’s request. In that case, the contractor is entitled to compensation for the costs arising for him from this postponement or from this acceleration and from the interest described in Article 8, paragraph 4 on the price of the products involved in the delay.
4. If the supply at or near the place of delivery of pavement or a paved road, or due to other circumstances, requires additional working hours, the contractor is entitled to charge these hours.
5. The contractor is entitled to increase the net invoice amount, excluding turnover tax, by a credit limitation surcharge of 2%, stated separately on the invoice. In the event of payment before or on the due date, the client may deduct the relevant amount from the invoice.
6. The agreed selling price of imported products is based on the rates existing at the time of acceptance or confirmation. In the event of exchange rate changes that lead to price increases, the contractor is entitled to change the agreed prices accordingly, even if the increase occurs due to circumstances already foreseeable at the time of the offer.
   
   

Article 5 Assembly

1. Where necessary, the assembly work is based on drawings sent to the client in advance. If the drawings in question are not returned within eight working days, accompanied by a declaration of agreement, the contractor assumes that the client agrees. The client’s responsibility is the suitability of the construction of the building in which the products are assembled.
2. The client shall ensure at its own expense and risk that:
3. The activities that do not belong to the contractor’s assignment, such as electrician, chopping, crushing, concrete, painting, or similar work, have been carried out correctly and in a timely manner;
4. light, power (230V/400V), and water must be available at a reasonable distance, and the spaces in which work is to be carried out are clean, dry, and adequately heated;
5. the products supplied can be transported to the place of assembly by a lift of sufficient size for platform or pallet trucks or by hoists or other suitable means of transport. Further work by third parties may not prevent undisturbed progress of the transport through the building and/or the continuous assembly;
6. the products supplied but not yet assembled, as well as the tools can be stored in areas to be closed and only accessible by the contractor, which are suitable for the storage of these products and tools.
7. Assembly takes place on working days, during regular hours, subsequently, and without interruption. The waiting hours caused by the client’s negligence are settled at a rate of € 52.50 per waiting hour per assembly employee. The Contractor shall provide the Client with a weekly overview of the waiting hours that have arisen.
8. Wijkeurenstellingen.nl may require that assembly takes place other than on working days and differently than during regular hours. In that case, the client must take care of all necessary facilities.
9. The client determines the “highest point” of the floor and defines it as a zero level for the scaffolding assembly. The client shall provide at least two perpendicular to each other’s axes on the floor, the longitudinal and transverse axis related to the scaffolding layout.
10. The concrete floor must be suitable for the occurring load and the necessary anchoring (no floor anchoring or reinforcement up to 80mm depth). The floor must be sufficiently flat, and slight differences in level are filled during assembly and will not exceed on average per stand:

* 1.0mm for the shelving units.
* 1.5mm for large compartments.
* 2.0mm for pallet racks.
* 3.0mm for cantilever racks.

In case of larger level differences, the extra costs for filling as additional work will be passed on to the client. Wijkeurenstellingen.nl is not responsible for the quality or finish of the concrete floor and can never be held liable for the piercing of reinforcement, cables, and/or pipes.

1. The client is liable for damage to products and tools and loss unless the contractor is guilty of gross negligence or intent for this.
2. In the event of loss of time because of loss or as a result of a cause for which the contractor is not liable, such an extension of the delivery time will be permitted if – taking all circumstances into account – is reasonable. Concerning this extension, Article 4, paragraph 3 shall apply mutatis mutandis.
3. Waste and packaging material will be deposited in container(s) made available by the client and disposed of by the client. The contractor is not responsible for the disposal of these materials. Contaminants caused by the execution of work on floor/materials must be cleaned up at the client’s expense.
4. Sanitary facilities: the mechanics are allowed to use existing sanitary facilities. If these are not present, they must be made available by the client.

Article 6 Delivery

1. The delivery has taken place when the products – or the most important part thereof – have been delivered, or, if the assembly has also been agreed, when the assembly – or the most important part thereof – has been completed, without prejudice to the provisions of Article 5 paragraph 3.
2. The contractor reserves the right to deliver the order in parts and to invoice these partial deliveries.
3. The client must purchase the products he purchased at the place described in Article 4, paragraph 2. Failing this, the contractor is entitled to demand payment of the agreed purchase price of the products not purchased without notice of default, and these products are deemed to have been purchased from the contractor by the client, after which they are stored at the expense and risk of the client and against reimbursement of all resulting costs. All this without prejudice to the contractor’s further rights.
4. In the event of force majeure, the contractor is entitled either to suspend the agreement or to terminate the agreement without the client being able to derive any right to compensation from this.
5. If the client does not, not correctly or not timely comply with any obligation arising from an agreement concluded with the contractor, or if it is subject to serious doubt, or if the client can fulfil his contractual obligations towards the contractor, the contractor is entitled, without notice of default or judicial intervention, either to suspend the execution of any agreement concluded with the client, or to dissolve it in whole or in part, without him being obliged to pay any compensation and without prejudice to his other rights.
6. In the General Terms and Conditions, force majeure is understood to mean any circumstance independent of the will of the contractor – even if this could have been foreseen at the time of the conclusion of the agreement – as well as insofar as this does not already include war, the danger of war, civil war, riots, work strike, employee exclusion, fire and other disruptions in the company of the contractor or its suppliers.

Article 7 Delivery time

1. The delivery period starts as soon as all the following formalities have taken place unless one or more formalities do not need to be fulfilled in the opinion of both parties:
2. the day of the conclusion of the agreement;
3. the day of receipt by the contractor of the data, permits, and the like necessary for the execution of the assignment;
4. the day on which the required formalities for the commencement of work are completed;
5. the day of receipt by the contractor of what must be paid in advance according to the agreement before the start of the work.
6. The agreed delivery date is always indicative, and no rights can be derived from this.
7. Exceeding the delivery time up to a maximum of six months for whatever reason – does not entitle the client to dissolve the agreement.
8. If delivery and/or assembly are postponed at the client’s request, the costs (storage, transport, and interest) will be passed on to the client. These costs consist of fixed costs of € 0.03 per kg of material and variable costs (1.2% of the total selling price). The aforementioned costs apply per month, with a minimum of one month.

Article 8 Payment

1. Unless otherwise agreed, payment of the agreed price will be made as follows:

* up to € 10,000 excluding turnover tax in cash or for delivery, unless agreed within 8 days after delivery;
* and of € 10.000,– excluding vat 50% for assignments with immediate effect,
40% on delivery per first day of delivery,
10% on delivery 8 days net.

All payments must be made without deduction or set off at the contractor’s premises or into a bank account to be designated by him.

1. In the event of delivery including assembly, for which the amount of assembly has been agreed in writing between the contractor and the client at the time of the conclusion of the total order – the payment method, as referred to in paragraph 1, is also in force, but on the understanding that the amount due for assembly is deducted from the principal sum is brought and is first paid by the client within one month after assembled delivery. The above applies mutatis mutandis in the event that the assembly costs are charged at the end of the work on the basis of subsequent calculation.
2. The client is not entitled to refuse or suspend the fulfilment of his payment obligation on the basis of alleged defects of the delivered products or for other reasons. Only if a defect is recognized by the contractor is the client entitled to suspend the payment of 10% of the products’ price until the defect has been repaired.
3. If the client does not pay within the agreed terms, he is deemed to be in default by operation of law. Without any notice of default, the contractor has the right to charge him interest from the due date to a percentage of four points above the promissory note of the Nederlandse Bank and all judicial and extrajudicial costs falling on the collection of his claim. The credit limitation surcharge owed by the client is not deductible against an interest note submitted by the contractor.
4. Without prejudice to the provisions of Article 6 paragraph 1, all products delivered by the contractor remain his property until the moment of full payment of all claims that the contractor has, for whatever reason, on the client. As long as no full payment of the amount due to the contractor has taken place, the products may not be alienated, lent, pledged, lent, mortgaged, rented, or rented out of his business in any way or any title.

Article 9 Complaint

1. Complaints concerning defects, erroneous deliveries, damage, and externally observable defects must be made within 14 days after receipt of the products by the client if any period against the contractor in this respect lapses. The products must, in the event of a complaint, still be in the condition they were delivered.
2. Complaints regarding a particular shipment of products do not affect previous and/ or subsequent shipments belonging to the same order

Article 10 Warranty

1. With due observance of the restrictions below, the contractor guarantees both the soundness of the racks delivered by him and the quality of the material used for this purpose, except insofar as this has been made available to him by the client. The contractor will replace or repair defects in the delivered goods that cannot be observed externally, which are the direct result of the use of defective material or manufacturing defects, free of charge at its own discretion, to have the delivered goods still comply with the agreement.
2. For racks delivered by the contractor and assembled by or on behalf of him under the application of the VSL guidelines applicable at the time of the offer or other principles expressly mentioned by him, the warranty period is three years.
3. Parts or materials purchased by the contractor from third parties are excluded from the warranty as the third party has not provided a guarantee to the contractor.
4. By way of derogation from the provisions of paragraph 1, if scaffolding has been delivered under GSF approval, the guarantee does not extend beyond such repair that the scaffolding again complies with the GSF Inspection Guidelines, as they read at the time of the offer, or with other principles mentioned by the contractor. However, if the said repair leads to costs that exceed the value determined in the following manner, the contractor’s liability is limited to that value. After one year or two years of the warranty period, the value referred to in the same period amounts to 80% and 60% of the purchase price, excluding turnover tax of the rack in which the defect has manifested itself.
5. Complaints based on a guarantee must be made to the contractor in writing without delay, but in any case, within 14 days after a defect as referred to in paragraph 1 has arisen, exceeding which any guarantee obligation of the contractor will lapse.
6. In respect of which a warranty is invoked, products must only be sent to him after consultation with the contractor. If the contractor delivers new products to fulfil his warranty obligation, the originally delivered goods remain his property. All provisions of these terms and conditions apply to the newly delivered products
7. Defects that result from improper use, poor maintenance, aggressive environment, or being used for other than regular business purposes or improper use are not covered by the warranty. Concerning racks, incorrect use shall, in any case, include non-compliance or not fully complying with the applicable user regulations of the directives and standards referred to in Article 2. No warranty claim can be made if the assembly has not been carried out by or on behalf of the contractor.
8. In the event of changes, including changes in the configuration of scaffolding, and repairs, which have been carried out without written permission from the contractor – all this on behalf of the client or third parties – and when using parts other than those delivered by the contractor, any warranty claim shall lapse.
9. The contractor’s liability is limited to compliance with the guarantee obligations described in this article. Except for gross negligence on the part of the contractor and subject to the provisions of the previous sentence, all liability of the contractor, such as for trading loss, other indirect damage, and damage as a result of liability towards third parties, is excluded.
10. Suppose the client does not correctly or not timely comply with any obligation arising from the agreement concluded with the contractor. In that case, the contractor is not obliged to guarantee this agreement.
11. The client is obliged to indemnify or indemnify the contractor in respect of all claims by third parties for compensation of damage. The contractor’s liability is excluded in these terms and conditions in the relationship with the client.

Article 11 Applicable law and disputes

1. All agreements to which these terms and conditions apply in whole or in part are always governed by Dutch law.
2. All disputes that may arise as a result of an agreement, to which the present terms and conditions of delivery apply in whole or in part, or as a result of further agreements, will, except for the disputes that, in their interest or nature, fall within the jurisdiction of the Subdistrict Court, to the exclusion of the ordinary court, be settled by an arbitral tribunal. This arbitral tribunal shall be appointed per the statutes of the Stichting Raad van Arbitrage voor Metaalnijverheid en Handel, established in The Hague, and shall give its decision per the statutes of that Council.
3. Disputes of a technical nature between the contractor and the client will be submitted by the contractor to TNO Bouw in Rijswijk for assessment. The Client will allow TNO Bouw to carry out this assessment.

Article 12 Authorisations

The Client is responsible for applying for and obtaining the necessary permits. From (1 January) 2003, a warehouse installation light permit is required if the building height exceeds 3.0 meters and does not rest exclusively on the floor or has a walkway or storey floor. This also applies to freestanding warehouse racks with a height of more than 8.5 meters.