Royal Metal Union Terms and Conditions
Issued by Koninklijke Metaalunie (the Royal Metal Union, the Dutch entrepreneurs’ organization for SMEs in the metal sector), filed with the Registry of the District Court of Rotterdam on 1 January 2019.
Chassisparts.com is part of Groot Techniek. Groot.nl operates under the general terms and conditions established by the Koninklijke Metaalunie.
Article 1 – Applicability
1.1. These terms and conditions apply to all offers made by a Metal Union member, to all agreements entered into by such member, and to all agreements arising therefrom, insofar as the Metal Union member acts as supplier or contractor.
1.2. The Metal Union member applying these terms and conditions is referred to as the Contractor. The counterparty is referred to as the Client.
1.3. In the event of any conflict between the content of the agreement concluded between the Client and the Contractor and these terms and conditions, the provisions of the agreement shall prevail.
1.4. These terms and conditions may only be used by members of the Koninklijke Metaalunie.
Article 2 – Offers
2.1. All offers are non-binding. The Contractor has the right to withdraw an offer within two working days after receiving the Client’s acceptance.
2.2. If the Client provides the Contractor with information, the Contractor may assume its accuracy and completeness and will base the offer on that information.
2.3. Prices stated in offers are expressed in euros, exclusive of VAT and any other government levies or taxes. Prices also exclude travel, accommodation, packaging, storage, and transport costs, as well as any costs of loading, unloading, and assisting with customs formalities.
Article 3 – Confidentiality
3.1. All information of any nature and in any form provided by or on behalf of the Contractor to the Client (including offers, designs, drawings, illustrations, and know-how) is confidential and may not be used by the Client for any purpose other than the execution of the agreement.
3.2. The Client shall not disclose or reproduce the information referred to in paragraph 1.
3.3. If the Client breaches any of the obligations referred to in paragraphs 1 or 2, the Client shall owe an immediately payable penalty of €25,000 per violation, without prejudice to the Contractor’s right to claim additional damages under law.
3.4. Upon the Contractor’s first request, the Client must, within a period set by the Contractor, return or destroy the information referred to in paragraph 1, at the Contractor’s discretion. In case of non-compliance, the Client shall owe the Contractor an immediately payable penalty of €1,000 per day, without prejudice to the Contractor’s right to claim further damages.
Article 4 – Advice and Information Provided
4.1. The Client cannot derive any rights from advice or information provided by the Contractor that does not directly relate to the assignment.
4.2. If the Client provides the Contractor with information, the Contractor may rely on its accuracy and completeness when performing the agreement.
4.3. The Client indemnifies the Contractor against all claims from third parties relating to the use of advice, drawings, calculations, designs, materials, brands, samples, models, and the like provided by or on behalf of the Client. The Client shall compensate the Contractor for all damages and costs, including full defense costs, resulting from such claims.
Article 5 – Delivery Time / Performance Period
5.1. Any delivery time or performance period indicated is an estimate only.
5.2. The delivery time or performance period shall not commence until all commercial and technical details have been agreed upon, all necessary information (including final and approved drawings) has been provided to the Contractor, any agreed (instalment) payments have been received, and all other conditions for the execution of the assignment have been fulfilled.
5.3. The delivery time or performance period will be extended if:
a. circumstances arise that were unknown to the Contractor when the period was determined. The extension shall be for the time the Contractor reasonably requires—taking his planning into account—to perform the work under these new circumstances;
b. there is additional work (variations). The extension shall be for the time needed—again taking the Contractor’s schedule into account—to procure the necessary materials and parts and to perform the additional work;
c. the Contractor suspends his obligations. The extension shall be for the time he reasonably requires—again considering his schedule—to complete the work after the reason for suspension has ceased.
Unless the Client proves otherwise, any such extension is presumed necessary and to result from one of the circumstances listed under a–c above.
5.4. The Client shall reimburse the Contractor for any costs incurred or damage suffered due to delays in the delivery time or performance period as described in paragraph 3.
5.5. Exceeding the delivery time or performance period shall never entitle the Client to compensation or termination of the agreement. The Client shall indemnify the Contractor against any third-party claims arising from such delays.
Article 6 – Delivery and Transfer of Risk
6.1. Delivery shall take place when the Contractor makes the item available to the Client at the Contractor’s premises and has notified the Client that the item is ready for collection. From that moment, all risks relating to the item—including storage, loading, transport, and unloading—shall pass to the Client.
6.2. The Client and the Contractor may agree that the Contractor will arrange transport. Even in that case, all risks connected with storage, loading, transport, and unloading shall remain with the Client, who may, if desired, insure against such risks.
6.3. In cases of trade-in, where the Client retains the item to be traded until delivery of the new item, the risk of the item to be traded remains with the Client until it has been handed over to the Contractor. If the Client cannot deliver the traded-in item in the condition it was in when the agreement was concluded, the Contractor may dissolve the agreement.
Article 7 – Price Changes
The Contractor is entitled to pass on to the Client any increase in cost-determining factors that occurs after the agreement has been concluded. The Client shall pay such price increase immediately upon the Contractor’s first request.
Article 8 – Force Majeure
8.1. The Contractor shall not be liable for any failure to perform his obligations if such failure results from force majeure.
8.2. Force majeure includes, but is not limited to: circumstances in which third parties engaged by the Contractor—such as suppliers, subcontractors, or transport companies—or other parties on whom the Contractor depends fail to meet their obligations or do so late; weather conditions; natural disasters; terrorism; cybercrime; disruption of digital infrastructure; fire; power failures; loss, theft, or destruction of tools, materials, or information; road blockades; strikes or work stoppages; and import or trade restrictions.
8.3. The Contractor may suspend the performance of his obligations for as long as he is temporarily prevented from fulfilling them due to force majeure. Once the situation has ended, the Contractor shall perform his obligations as soon as his schedule permits.
8.4. If performance has become permanently impossible, or if a temporary situation of force majeure continues for more than six months, the Contractor may terminate the agreement in whole or in part with immediate effect. The Client may also terminate the agreement in such cases, but only for the part of the obligations that has not yet been fulfilled by the Contractor.
8.5. Neither party shall be entitled to compensation for any loss or damage suffered or to be suffered as a result of force majeure, suspension, or termination under this article.
Article 9 – Scope of the Work
9.1. The Client shall ensure that all permits, exemptions, and other authorizations required for the performance of the work are obtained in good time. Upon the Contractor’s first request, the Client shall provide the Contractor with copies of such documents.
9.2. Unless otherwise agreed in writing, the work does not include:
a. earthworks, pile-driving, demolition, foundation, masonry, carpentry, plastering, painting, wallpapering, repair, or any other construction work;
b. establishing connections for gas, water, electricity, internet, or other utilities;
c. measures to prevent or limit damage to, or theft or loss of, items located at or near the workplace;
d. removal of materials, construction debris, or waste;
e. vertical or horizontal transport.
Article 10 – Additional Work (Variations)
10.1. Changes in the work shall in any case constitute additional work if:
a. there is a change in the design, specifications, or description of the work;
b. the information provided by the Client does not correspond with reality; or
c. the estimated quantities deviate by more than 5%.
10.2. Additional work shall be charged based on the cost-determining factors applicable at the time the additional work is performed. The Client must pay the price of the additional work immediately upon the Contractor’s first request.
Article 11 – Execution of the Work
11.1. The Client shall ensure that the Contractor can perform his work without interruption and at the agreed time, and that the necessary facilities are available to the Contractor, such as:
a. gas, water, electricity, and internet connections;
b. heating;
c. a lockable, dry storage area;
d. all facilities required by the Dutch Working Conditions Act (Arbowet) and related regulations.
11.2. The Client bears the risk and is liable for damage to, or theft or loss of, items belonging to the Contractor, the Client, or third parties—such as tools, materials intended for the work, or equipment used in the work—located at or near the site of the work or any other agreed location.
11.3. Without prejudice to paragraph 2, the Client shall adequately insure against the risks mentioned in that paragraph. The Client shall also insure any equipment used against work-related risks. Upon the Contractor’s request, the Client shall provide copies of the relevant insurance policies and proof of premium payment. In case of damage, the Client must immediately report the incident to his insurer for further handling and settlement.
Article 12 – Completion of the Work
12.1. The work shall be deemed completed in the following cases:
a. when the Client has approved the work;
b. when the work has been put into use by the Client. If the Client puts part of the work into use, that part shall be deemed completed;
c. when the Contractor has notified the Client in writing that the work is finished, and the Client has not notified the Contractor in writing within 14 days after the date of that notice that the work is not approved;
d. when the Client refuses approval for minor defects or missing parts that can be remedied or supplied within 30 days and do not prevent use of the work.
12.2. If the Client does not approve the work, he must notify the Contractor in writing, stating the reasons. The Client must allow the Contractor the opportunity to complete or correct the work.
12.3. The Client indemnifies the Contractor against all third-party claims for damage to parts of the work that have not yet been completed, if such damage arises from the use of parts that have already been delivered.
Article 13 – Liability
13.1. In the event of an attributable failure, the Contractor shall fulfill his contractual obligations in accordance with Article 14.
13.2. The Contractor’s liability for damages, regardless of the legal basis, is limited to damages covered by an insurance policy taken out by or for the Contractor. The extent of liability shall not exceed the amount payable under that insurance in the relevant case.
13.3. If, for any reason, paragraph 2 does not apply, the Contractor’s liability for damages is limited to a maximum of 15% of the total contract price (excluding VAT). If the agreement consists of parts or partial deliveries, the liability is limited to a maximum of 15% (excluding VAT) of the contract price for that part or partial delivery. For ongoing agreements, liability is limited to a maximum of 15% (excluding VAT) of the contract sum due over the twelve months preceding the event that caused the damage.
13.4. The following types of damage are excluded from compensation:
a. Consequential damage, including but not limited to downtime, loss of production, lost profits, penalties, transport costs, and travel/accommodation expenses;
b. Damage to property in custody, including damage caused during the performance of the work to items being worked on or located near the workplace;
c. Damage caused by intent or gross negligence of assistants or non-supervisory employees of the Contractor. The Client may insure against such damages where possible.
13.5. The Contractor is not liable for damage to materials supplied by or on behalf of the Client due to improper processing.
13.6. The Client indemnifies the Contractor against all third-party claims for product liability arising from defects in products delivered by the Client to a third party, incorporating products or materials supplied by the Contractor. The Client shall compensate all damages, including full defense costs, suffered by the Contractor in this context.
Article 14 – Warranty and Other Claims
14.1. Unless otherwise agreed in writing, the Contractor warrants the proper performance of the agreed service for a period of six months following delivery or completion. The details of this warranty are further specified in the following articles.
14.2. If the parties have agreed on different warranty conditions, this article shall apply unless inconsistent with those conditions.
14.3. If the agreed service has not been properly performed, the Contractor shall, within a reasonable period, choose either to properly perform the service or to credit the Client for a proportional part of the contract price.
14.4. If the Contractor chooses to properly perform the service, he shall determine the method and timing of execution. The Client must allow the Contractor to do so. If the agreed service involved processing materials supplied by the Client, the Client must provide new materials at his own cost and risk.
14.5. Components or materials repaired or replaced by the Contractor must be sent to him by the Client.
14.6. The following costs shall be borne by the Client:
a. Transport or shipping costs;
b. Costs of disassembly and assembly;
c. Travel and accommodation costs and travel time.
14.7. The Contractor shall only be obliged to perform warranty work once the Client has fulfilled all of his obligations.
14.8. a. Warranty is excluded for defects caused by:
Normal wear and tear;
Improper use;
Incorrect or missing maintenance;
Installation, assembly, modification, or repair by the Client or third parties;
Defects or unsuitability of items supplied or specified by the Client;
Defects or unsuitability of materials or tools used by the Client.
b. No warranty is provided for:Items that were not new at the time of delivery;
Inspection and repair of the Client’s own items;
Components covered by a manufacturer’s warranty.
14.9. The provisions of paragraphs 3 to 8 apply mutatis mutandis to any Client claims based on non-performance, non-conformity, or any other legal basis.
Article 15 – Duty to Complain
15.1. The Client may no longer rely on a defect in the performance if he has not submitted a written complaint to the Contractor within fourteen days after discovering or reasonably expected to have discovered the defect.
15.2. Complaints regarding the invoice must, under penalty of forfeiting all rights, be submitted in writing to the Contractor within the payment term. If the payment term exceeds thirty days, the complaint must be submitted no later than thirty days after the invoice date.
Article 16 – Non-Accepted Items
16.1. Upon expiry of the delivery time or performance period, the Client is obliged to physically accept the item(s) subject to the agreement at the agreed location.
16.2. The Client must cooperate free of charge to enable the Contractor to deliver the item(s).
16.3. Items not accepted will be stored at the Client’s expense and risk.
16.4. If the Client fails to comply with paragraphs 1 or 2, and after the Contractor has given notice of default, the Client shall owe the Contractor a penalty of €250 per day per violation, with a maximum of €25,000. This penalty is in addition to any damages under law.
Article 17 – Payment
17.1. Payment shall be made at the Contractor’s registered office or to an account designated by the Contractor.
17.2. Unless otherwise agreed, payment shall be made within 30 days from the invoice date.
17.3. If the Client fails to fulfill his payment obligation, he must, at the Contractor’s request, provide payment in a form requested by the Contractor instead of paying the agreed sum.
17.4. The Client is not entitled to set off claims against the Contractor or suspend performance unless the Contractor is subject to suspension of payment, bankruptcy, or statutory debt restructuring.
17.5. Regardless of whether the Contractor has fully performed the agreed service, all amounts owed under the agreement become immediately payable if:
a. a payment term is exceeded;
b. the Client fails to meet obligations under Article 16;
c. bankruptcy or suspension of payment is requested for the Client;
d. attachment is made on the Client’s assets or claims;
e. the Client (company) is dissolved or liquidated;
f. the Client (individual) applies for statutory debt restructuring, is placed under guardianship, or dies.
17.6. In case of delayed payment, the Client owes interest at 12% per annum (or statutory interest if higher) from the day following the agreed payment deadline until full payment. A partial month is treated as a full month. Interest is compounded annually.
17.7. The Contractor may offset debts to the Client with claims from affiliated companies on the Client and vice versa. Affiliated companies include all entities belonging to the same group under Dutch Civil Code Articles 2:24b and 2:24c.
17.8. In case of late payment, the Client shall reimburse all extrajudicial collection costs with a minimum of €75, calculated as follows:
On the first €3,000: 15%
On the excess up to €6,000: 10%
On the excess up to €15,000: 8%
On the excess up to €60,000: 5%
On the excess above €60,000: 3%
Actual extrajudicial costs exceeding this calculation shall also be payable.
17.9. If the Contractor is fully or largely successful in court proceedings, all costs incurred in connection with such proceedings shall be borne by the Client.
Article 18 – Securities
18.1. Regardless of the agreed payment conditions, the Client must provide adequate security for payment upon the Contractor’s first request. Failure to do so shall place the Client immediately in default. The Contractor may then terminate the agreement and claim damages.
18.2. The Contractor retains ownership of delivered items until the Client:
a. has fulfilled all obligations under any agreement with the Contractor;
b. has paid claims arising from non-performance, including damages, penalties, interest, and costs.
18.3. As long as ownership is reserved, the Client may not encumber or dispose of the items outside normal business operations.
18.4. After invoking the ownership reservation, the Contractor may reclaim delivered items, and the Client shall fully cooperate.
18.5. If the Client fulfills his obligations for items delivered under an agreement, the ownership reservation revives if the Client fails to perform under any later agreement.
18.6. The Contractor has a pledge and retention right over all items he holds from the Client and all claims he has or may acquire against the Client.
Article 19 – Intellectual Property Rights
19.1. The Contractor is deemed the author, designer, or inventor of works, models, or inventions created in connection with the agreement and holds the exclusive right to apply for patents, trademarks, or designs.
19.2. No intellectual property rights are transferred to the Client as part of the agreement.
19.3. If the Contractor’s performance includes supplying software, the source code is not transferred. The Client receives a non-exclusive, worldwide, perpetual license for normal use and proper functioning only. The license may not be sublicensed or transferred, except automatically to a third-party purchaser of the item.
19.4. The Contractor is not liable for damage arising from infringement of third-party intellectual property rights. The Client indemnifies the Contractor against all such claims.
Article 20 – Assignment of Rights or Obligations
The Client may not transfer or pledge any rights or obligations under these terms or the underlying agreement without prior written consent from the Contractor. This clause has property law effect.
Article 21 – Termination or Cancellation of the Agreement
21.1. The Client may not terminate or cancel the agreement unless the Contractor consents. With consent, the Client shall pay the Contractor an immediately payable compensation equal to the agreed price, minus any savings realized by the Contractor due to termination. The minimum compensation is 20% of the agreed price.
21.2. If the price is based on actual costs (time and materials), the compensation in paragraph 1 shall be calculated based on the expected total costs, labor, and profit for the entire assignment.
Article 22 – Governing Law and Competent Court
22.1. Dutch law shall apply.
22.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply, nor any other international regulation that may be excluded.
22.3. Disputes shall be brought before the Dutch civil court competent in the Contractor’s place of business. The Contractor may, however, deviate from this and invoke statutory jurisdiction rules.