General conditions

General

1.1. “Seller” refers to the member of Staalfederatie Nederland (Chamber of Commerce registration number 40409040) who is the offering, selling or providing party in the legal acts and agreements referred to in paragraph 2. “Buyer” refers to the prospective buyer, prospective client, and in general, the counterparty of the seller in the legal acts and agreements referred to in paragraph 2.
1.2. These General Terms of Sale and Delivery apply to all offers, quotations, price estimates, concluded and to be concluded agreements, and other (legal) acts of the seller related to the sale and/or delivery of goods and/or services by the seller.
1.3. Commercial terms used in these General Terms of Sale and Delivery, offers, order confirmations, or otherwise, shall be interpreted in accordance with the most recent version of the Incoterms issued by the International Chamber of Commerce in effect at the time the agreement is entered into.
1.4. If a written provision in an agreement between buyer and seller conflicts with a provision in these General Terms of Sale and Delivery or with a regulation of an applicable Incoterm, the written provision in the agreement shall prevail.
1.5. If these General Terms of Sale and Delivery or the law require a written form, this includes email.
1.6. “Force majeure” in these General Terms of Sale and Delivery means any failure caused by circumstances beyond the reasonable control of the defaulting party, including but not limited to power outages, telecommunications failures, cybercrime, fire, sanctions legislation, import and export restrictions, strikes, machinery failure, and business interruptions or shortcomings of suppliers and other third parties involved in the execution of the agreement.

Agreement

2.1. Offers, quotations, price estimates, and other statements from the seller regarding goods and/or services are non-binding.
2.2. In case of a discrepancy between the buyer’s order and the seller’s confirmation, only the seller’s confirmation shall be binding.
2.3. Oral promises, agreements, supplements, and changes to an agreement between parties are only binding on the seller if confirmed in writing by the seller.
2.4. If, in the reasonable opinion of the seller, the buyer’s financial situation justifies it, the buyer is required, upon the seller’s request, to provide immediate advance payment or security for the amount owed to the seller. Pending this, the seller is entitled to suspend performance of the agreement in whole or in part.
2.5. If the seller is unable to perform on time due to force majeure, the delivery term shall be extended by the duration of the force majeure.
2.6. The buyer is required to keep confidential all information related to the sale and/or delivery of goods and/or services by the seller, which he reasonably should recognize as confidential, including pricing and commercial information, and shall use such information solely for the execution of the relevant agreement.
2.7. Goods delivered by the seller are considered to comply with the agreement if they meet the written agreed specifications. Unless other quality standards are agreed upon in writing, goods must only comply with the EU product legislation as applied in the Netherlands. No rights can be derived from images, descriptions, or information regarding price, size, weight, or quality in price lists, on websites, or in other general publications by the seller or third parties. The seller is not responsible for the suitability of the goods for any purpose the buyer intends unless explicitly confirmed in writing. Samples are provided for indication only. Minor deviations in quality, color, size, weight, or finish that are customary in the industry or technically unavoidable do not constitute a defect.
2.8. The Buyer warrants that (i) he will comply with all applicable laws and specifically all EU and UN export control and sanctions regulations when trading the goods, and (ii) that the goods are not directly or indirectly destined for countries under sanction unless authorized by a competent authority. The buyer commits to including this clause in all subsequent sales contracts.

Delivery Time

3.1. Agreed delivery times and dates are always approximate.
3.2. If delivery cannot take place on the agreed date or within the agreed period, the seller is entitled to partial deliveries, and the buyer must provide a reasonable period for performance.
3.3. Exceeding a strict delivery deadline does not entitle the buyer to compensation.

Complaints, Liability and Warranty

4.1. Unless otherwise agreed, the seller warrants that goods conform to the agreement for 12 months after delivery.
4.2. The buyer must inspect the goods upon delivery for any discrepancies. Deficiencies must be noted on the delivery receipt and reported in writing to the seller within ten working days. Hidden defects must be reported in writing within ten working days of discovery.
4.3. If a defect is not reported within the warranty period or in accordance with paragraph 2, the buyer can no longer rely on the defect. The buyer must make the defective goods available to the seller for inspection. Submitting a complaint does not entitle the buyer to suspend payment. Legal claims must be filed within one year of a timely complaint.
4.4. The seller’s obligations in the case of defects are limited to repair, replacement, or crediting the invoice amount, at the seller’s discretion.
4.5. If the seller provides advice regarding use, properties, or applicability of goods, such advice is given to the best of their knowledge, without liability for inaccuracies. In the event of an error, the seller is only required to provide new advice or credit the fee, if separately invoiced.
4.6. The seller is not liable for damages suffered by the buyer, regardless of the legal basis.
4.7. The seller is not liable for failures due to force majeure.
4.8. Under no circumstances is the seller liable for indirect damage, such as loss of profit or revenue, assembly/disassembly costs, loss of goodwill, third-party claims (including penalties), or delays.
4.9. The buyer’s right to rely on a defect lapses if:
a. goods were exposed to abnormal conditions or treated improperly,
b. goods were stored too long, causing quality degradation.
4.10. If the liability limitations in paragraphs 4–8 are not legally permissible, the seller’s liability is limited to (a) the insurer’s payout plus deductible or (b) in absence of insurance, the received amount for the goods/services.
4.11. The seller’s liability limitations also apply to employees, directors, agents, suppliers, and auxiliary persons.
4.12. The buyer indemnifies the seller against third-party claims and resulting costs or damages arising directly or indirectly from the goods and/or services sold or delivered.
4.13. Nothing in these conditions aims to exclude or limit liability for damages caused by intentional or gross negligence of the seller’s management.

Transportation and Delivery

5.1. If the goods are ready for pickup and the seller has notified the buyer, the buyer must immediately collect them. Failure to do so entitles the seller to store the goods at the buyer’s expense and risk and invoice them, without deferring payment.
5.2. If the buyer is responsible for loading/unloading, this must be done immediately. Failure triggers the consequences of paragraph 1.
5.3. Delivery is ex works (Incoterms), unless expressly agreed otherwise.

Price and Payment

6.1. Prices are based on the data provided, exclusive of VAT and other levies, and are ex works.
6.2. If cost price factors increase after the agreement but before delivery—even foreseeably—the seller may increase the price accordingly.
6.3. Payment is due within thirty days of delivery, net cash or in advance, without discount or setoff unless agreed otherwise in writing.
6.4. Payment terms are strict. If exceeded, the buyer is immediately in default. If insolvency or moratorium is suspected or declared, all claims become immediately due.
6.5. In case of late payment, the buyer owes statutory commercial interest. All collection costs are borne by the buyer, estimated at a minimum of 15% of the outstanding claim with a minimum of €150.
6.6. The seller may suspend deliveries if the buyer fails to fulfill any obligations.

Ownership and Retention of Title

7.1. Delivered goods remain the seller’s property until all obligations under the agreement are fulfilled. The buyer must store the goods separately, clearly marked, and insured, and must not process them.
7.2. If the buyer fails to meet obligations, or if there is justified fear that they will not, the seller may repossess the goods at the buyer’s expense, wherever located.
7.3. Until the obligations are met, the buyer may not transfer ownership, pledge, or otherwise encumber the goods.

Termination

8.1. In addition to legal rights, the seller may terminate the agreement immediately without compensation if:
a. the buyer files for moratorium or bankruptcy,
b. the buyer dies or is liquidated/dissolved,
c. the seller suspects the goods are destined for a sanctioned country without a license.
8.2. Only after force majeure has lasted over three months, either party may terminate the agreement in writing for the part not performed, without entitlement to compensation.

Disputes

9.1. Dutch law applies to all agreements and legal acts to which these General Terms of Sale and Delivery apply. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
9.2. All disputes shall be exclusively settled by the competent court in the seller’s place of business in the Netherlands, unless the seller opts for another competent court.
9.3. If these terms are also drawn up in another language, the Dutch text is always decisive in case of discrepancies.