Article 1: GENERAL
1.1 These General Terms and Conditions apply to all offers and agreements for the provision of goods, labour and/or services by LOA B.V., subject to changes that all parties involved have explicitly agreed upon in writing.
1.2 The client’s General Terms and Conditions do not apply, except when and insofar as we explicitly accept these in writing. This acceptance does not apply to any other offers or agreements than the one to which the acceptance pertains.
1.3 The client is expected to be or have been made aware of the procedures that LOA B.V. employs, including any necessary pre-treatment steps such as the removal of coatings and the effects these procedures have on the materials to be treated. Further information about these procedures can be provided at the client’s request. By issuing an order, the client declares that they have received sufficient information and that they agree to the process steps to be employed.
1.4 Our treatment of a product will under no circumstances make us the supplier/manufacturer/producer of that product in the context of product liability legislation.
Article 2: QUOTATION
2.1 Our quotations are presented without any further obligation, we are not bound until we have accepted an order in writing or, in the event of a written order confirmation, after we have begun our execution of the order. We are only bound to the agreements or commitments made by representatives and agents after confirming these in writing.
Article 3: PRICE
3.1 Unless indicated otherwise in writing, our prices are calculated for delivery ex works.
3.2 Our prices are always based on the quantities provided by the requestor. If an order’s product quantity deviates from that stated in the request for quotation or the quotation itself, we are not bound to our indicated price. Indicated prices are valid during the time frame listed in the quotation.
3.3 If the costs of raw materials, salaries, social charges, energy, wages and other cost-price factors increase after the date of the offer, we are entitled to increase the agreed prices accordingly. This also applies to any cost increases resulting from measures instated by the government.
3.4 If the goods given to us for treatment deviate in terms of their composition and/or surface condition from what was known to us at the time of the offer, we are entitled to charge the client for any resulting additional costs after giving them advance notification.
3.5 If it becomes clear during the treatment of the goods that the agreed level of quality is unattainable and the further execution of the order is terminated in conference with the client, we are entitled to charge the client for the costs incurred thus far. In such cases, the client is not entitled to any form of compensation.
3.6 Our stated prices are given in euros and not inclusive of VAT.
Article 4: PAYMENT
4.1 Unless agreed otherwise in writing, all payments must be made within 30 days after invoice date without any deductions, discounts or setoff.
4.2 If this payment term is exceeded, we are entitled to charge the debtor interest at a rate of 1% per month, whereby a part of a month shall count as a full month. Furthermore, the debtor will be liable to pay any extrajudicial collection costs in accordance with the rates of the Netherlands Bar (Nederlandse Orde van Advocaten, NOvA). No prior reminder or notice of default regarding the liability to pay interest and costs are required.
4.3 We are entitled to require collateral for the fulfilment of the payment obligations, require full or partial advance payment or only ship goods cash on delivery. We have a right of retention and a pledge concerning all goods provided to us for treatment for all costs that we are owed by the client at any time for whatever reason.
4.4 Claims concerning calculated prices and other comments regarding invoices must be submitted in writing within 14 days after invoice date, in the absence of which we are not required to take notice of these complaints.
4.5 In the event of (an application for) bankruptcy or suspension of payment, application of the Natural Persons Debt Restructuring Act, death or placement under guardianship of the client, in the event of an account preservation order for or seizure of (part of) their assets or income and finally in the event that an administrator needs to be assigned to them, the entire contracted sum or the remainder of it shall be claimable.
Article 5: PACKAGING
5.1 If required for the safe transport of goods, we will provide packing materials, the costs of which will be charged to the client.
5.2 Goods can be packaged in a specific manner prescribed by the client using packaging materials provided by the client. We will charge the added costs of the packaging method to the client. The client is responsible for the quality of the packaging materials they provide to us.
5.3 We will evaluate the necessity of using packaging materials.
Article 6: SHIPPING
6.1 Goods are transported to our factory and from our factory to their destination at the client’s expense and risk. The aforementioned also applies if we provide the transport at the client’s request. Transport includes the loading and unloading of goods. The client is responsible for overseeing and assisting with the unloading of goods.
6.2 If the transport is provided by third parties and we have any claim against the transporter in the event that goods are damaged or go missing, we will transfer all claims against the transporter to the client.
Article 7: DELIVERY TIME, DELIVERY and PASSING OF RISK
7.1 The agreed delivery time serves as an estimate and is not to be regarded as a firm date. We shall strive to keep this date to the best of our ability and in good faith.
7.2 The delivery time begins after we have confirmed the order in writing and once all information, tools and materials that we require and that the client must provide are in our possession. The goods in question are deemed to be delivered once they have left our factory or once we have informed the client in writing that the goods are ready for shipment. The place of delivery is therefore our factory, even if carriage paid shipment has been agreed. If the goods are delivered in batches, the individual batches are deemed to be delivered.
7.3 In the event of changes made to the order, the delivery time will be updated accordingly.
7.4 Exceeding the delivery time for whatever reason shall under no circumstances entitle the client to compensation, give them the right to dissolve the agreement or hold us liable for non-performance.
7.5 If the delivery time is exceeded as a result of a non-accountable shortcoming, this includes all circumstances beyond our control, both unforeseen and foreseen at the time when the order was issued, as a result of which production stagnates or is suspended entirely.
7.6 Goods are delivered ex works. With regard to the agreed delivery time, goods are deemed to be delivered once they are ready for shipment and we have informed the client of this.
7.7 Once goods are deemed to be delivered in the sense of section 7.6, the client bears the risk for goods going missing and all direct and/or indirect damage to or caused by these goods for the client or any third parties. The client indemnifies us against all claims made by third parties.
Article 8: GUARANTEE AND COMPLAINTS
8.1 With observance of the limitations stipulated below, we guarantee that the surface treatments we perform are in accordance with the surface treatments we offered and/or agreed to with the client.
8.2 This guarantee only covers the soundness of the activities we perform.
8.3 Unless agreed otherwise in writing beforehand, a failure rate of 3% is employed for serial and bulk orders. The failure rate is determined by comparing the total number of goods treated by us and the total number of goods rejected and returned to us by the client, both numbers to be calculated over the same period.
8.4 Complaints concerning incomplete or incorrect deliveries or claims regarding obvious defects must be submitted to us in writing within 8 days after delivery of the goods, in the absence of which our guarantee obligation shall lapse. This guarantee obligation shall also lapse if the goods have undergone further processing, assembly or installation.
8.5 If goods were tested or inspected at our factory, complaints must be made during this testing or inspection process.
8.6† The guarantee does not apply in cases where the client’s complaints are the result of their failure to provide in a timely or complete manner the information they are required to provide or that we requested or in cases where the tools required for maintaining the indicated dimensions were not made available to us in a timely or complete manner.
8.7 The guarantee also does not apply in cases where the quality of the base material is insufficient to achieve the client’s desired end result by performing the agreed activities.
8.8 We do not perform any entrance control. We are therefore not liable in any way for errors resulting from flaws in the materials and/or components upon delivery, nor for their volumes or quantities.
8.9 The costs and risk of the correctness of the requested treatment are always for the client, unless we recommended the requested treatment in writing beforehand.† In that case, our liability is limited to the agreed (invoice) amount for the order or agreement in question. If the client deviates from our recommendation, the treatment will also be performed at their cost and risk.
8.10 If the client can demonstrate, with observance of the aforementioned and following stipulations in this article, that we failed to perform the ordered activities in accordance with the quality requirements that were offered by us and/or agreed with the client, we will only be required to treat the goods in question once at no charge.
8.11 With regard to goods and materials provided to us by sub-suppliers, we are – with no prejudice to the stipulations of this article – not required to offer any kind of guarantee other than that given to us by the sub-supplier in question.
Article 9: RISK
9.1 Supplementary to article 7.7, the client will also bear the cost and risk for any damage to goods caused by the destruction of the packaging.
9.2 If, after the end of the delivery time, the client fails to or cannot pay for and accept their goods, the goods will be available to them for a period of three months, stored by us at the client’s cost and risk.
9.3 If the client fails to accept their goods after the end of the period referred to in section 9.2 and after receiving a written injunction, we are entitled to either sell the goods or have them sold for and on behalf of the client under the requirement that the revenue be paid out to the client after deduction of the amount due to us, which includes the interest from the maturity date, storage costs and sales costs, or to destroy the goods or have them destroyed, depending on the nature of the goods and the legal provisions that apply. In the latter case, the client is liable to pay the costs of the (possibly legally required) destruction of the goods.
9.4 If we wish to proceed with the sale or destruction of goods in accordance with section 9.3, we will not do so before notifying the client of our intention in writing at least one week in advance.
Article 10: LIABILITY
10.1 Barring the generally applicable legal rules of public order, the fulfilment of our guarantee serves as the only and full compensation and any other claims for damages are excluded.
10.2 On the grounds of section 1 of this article, we are therefore not liable to offer compensation for any costs, damages or interests resulting from e.g. personal injuries, damage to movable or immovable assets, the loss of the value added to delivered goods as a result of their being or becoming largely or entirely unusable, damage to company interests suffered directly or indirectly by the client or third parties, unless the client can demonstrate that this is attributable to an intentional action or gross negligence on our part.† In this context, only those subordinates who act in accordance with our explicit instructions can be held liable.
10.3 The client is required to indemnify us against and offer compensation for all costs, damages and interests that are the direct or indirect result of claims from third parties related to our agreement with the client, arising from any events, actions or negligence for which we are not liable in accordance with sections 1 and 2. This indemnification includes any breaches of patents, licences and brands of third parties and other breaches of intellectual or industrial property rights, insofar as these pertain to the goods provided to us by the client and materials and/or treatment processes prescribed by the client.
10.4 The client understands that any goods belonging to third parties that are in our possession for the purpose of performing the ordered activities are not insured. In compliance with sections 1 and 2, the client is required to indemnify us against claims from third parties in the event of loss of or damage to these goods.
Article 11: TOOLS
11.1 Required tools and instruments that we produced or had produced by third parties for the purpose of executing an order will remain our property, even if the costs of their production have been charged to the client. The same goes for know-how, et cetera, which we developed independently or in collaboration with the client.
Article 12: ATTRIBUTABLE SHORTCOMING AND CANCELLATION
12.1 In all cases of attributable shortcoming on the part of the client, they are obligated to offer compensation for the reasonable costs incurred by us for legal aid, transport, valuation and advice from experts, in addition to the legal compensation of damages, costs and interests.
12.2 If the client cancels their order, they are required to purchase from us any materials and raw materials that we have already purchased, either processed or treated or not, for the price paid by us, including wages. In the event of a cancellation on the client’s part, they are also required to compensate us for the loss of profits with a minimum of 15% of the agreed price that we would have charged them if they had not cancelled their order. Furthermore, the client is required to indemnify us against any claims resulting from the cancellation of their order.
Article 13: APPLICABLE LAW AND DOMICILIATION
13.1 All our agreements are governed exclusively by Dutch law as it applies for the Kingdom in Europe and only a Dutch court is competent.
13.2 Any conflicts will be presented to the competent court in the judicial district of Breda.
13.3 If the client has received a translated version of these General Delivery and Payment Conditions and any differences in interpretation should arise between the Dutch version and the translated version, the† Dutch version of these General Delivery and Payment Conditions shall prevail.
These terms and conditions are deposited at the Registry of the District Court in Breda. The latest registered version always applies.