Al Metal B.V.’s General Terms and Conditions

Article 1 - Applicability
1.1 All offers made by and/or to us, all agreements concluded with us and all services to be performed by us are subject exclusively to our general terms and conditions.
1.2 The applicability of your general terms and conditions is hereby expressly and in all cases rejected, even if you refer to those terms and conditions in a request addressed to us to make an offer.
1.3 If any provision of these general terms and conditions is null and void or annulled, the other provisions of these general terms and conditions will remain in full force and we will consult with you in order to agree on new provisions to replace the null and void or annulled provisions, whereby the purpose and purport of the null and void or annulled provision will be taken into account as much as possible.
1.4 We are entitled to change these conditions at any time. The amended terms and conditions will apply from the moment that we have notified you of the change in writing.
1.5 You may not transfer the rights and obligations arising from an agreement to third parties in any way whatsoever without our written consent. We will not withhold such consent on unreasonable grounds.

Article 2 - Website and other expressions
2.1 All information on our website and in other expressions of Al Metal B.V. is protected by the Copyright Act and/or the Databases Act, unless otherwise provided by law. Information, products and/or services provided via our website may not be reproduced, stored in a computerised database or made public in any form or in any way, either electronically, mechanically, in photocopy or otherwise, without prior written permission from Al Metal B.V.
2.2 Our website is confidential with data provided by the user. Data that the user provides to Al Metal B.V. in the context of registration and/or orders or otherwise can be included in a register of persons in the sense of the applicable legislation. If the user discovers that information about them is incorrect, they will inform Al Metal B.V. accordingly.
2.3 Al Metal B.V. shall in no way be liable for
- any errors or omissions in products and/or services provided through our website, or
- the use that the user makes of it or for the (non-)accessibility of it.
2.4 Access to our website is granted on a strictly personal basis. The user is not permitted to use the information, products or services offered through our website in such a way that this leads or can lead to any form of - commercial or non-commercial - exploitation of that information, products or services or any part thereof by the user or a third party.
2.5 The use of information, products and/or services offered through this website, even if they are accessible free of charge, may be subject to additional terms and conditions of the supplier.

Article 3 - Offer and conclusion of the agreement
3.1 All offers/quotations made by us are without obligation unless indicated otherwise below. Moreover, they must be regarded as a whole.
3.2 We cannot be bound by an offer/quotation if you can reasonably understand that the offer/quotation, or a part thereof, contains an obvious mistake or error in writing.
3.3 The prices stated in a quotation or offer are exclusive of VAT and other government levies, the costs of packaging, installation costs and any additional costs to be incurred within the framework of the agreement, including travel, accommodation, shipping and administration costs unless indicated otherwise.
3.4 Acceptance of an offer/quotation will take place by written and/or oral registration or order by you with us. Acceptance can also be done by telephone, email or internet.
3.5 Acceptance of an offer implies that you accept the offer and the resulting (payment or other) obligations and you are therefore obliged to fulfill these obligations. We will send you an order confirmation. Whether or not you have received the order confirmation is without prejudice to your obligations as set out in this paragraph.
3.6 If due to circumstances, including the nature, scope or urgency of the order, no order confirmation has been sent, the invoice will be regarded as the order confirmation.
3.7 We reserve the right to refuse orders/customers without giving reasons.
3.8 We enter into every agreement under the suspensive condition that you - exclusively at our discretion - appear to be sufficiently creditworthy for the financial performance of the agreement. Amendments to the agreement must be agreed upon in writing by the parties.
3.9 If an offer is accompanied by photographs, budgets, plans, catalogues or other documents, these remain our property at all times and must be returned to us at our first request. They may not be reproduced, copied in any way whatsoever, passed on to third parties or made available for inspection without our express prior written consent.
3.10 You hereby expressly authorise us, if and insofar as we consider this necessary or desirable within the limits of the order given by you, to have work performed by third parties at your expense, as well as to transfer rights and obligations arising from the agreement to third parties.

Article 4 - Delivery terms, execution and modification of the agreement
4.1 The periods agreed or stated for the completion of certain work or for the delivery of certain goods are only indicative and do not constitute a strict deadline within the meaning of Article 6:83 of the Dutch Civil Code.
4.2 If we require information from you for the execution of the agreement, the execution period does not commence until you have made it available to us correctly and completely.
4.3 Delivery takes place Ex Works ("ex works") in accordance with the current Incoterms.
4.4 You are obliged to take delivery of the goods at the moment they are made available to you. If you refuse to take delivery or are negligent in providing information or instructions necessary for the delivery, we are entitled to store the goods at your expense and risk.
4.5 We are entitled to deviate from the ordered quantities for items outside our standard product range. This deviation will fall within the range of 10% more or 10% less of the ordered quantity.
4.6 We are entitled to execute the agreement in different stages and to invoice the part performed in this way separately.
4.7 If the agreement is executed in stages, we may suspend the execution of those parts belonging to a subsequent stage until you have approved the results of the preceding stage in writing.
4.8 Amendments or additions to the agreements must be expressly agreed upon in writing. If you request an amendment and/or addition to an agreement and the parties fail to reach an agreement, the agreement will remain in its original form.
4.9 If, during the execution of the agreement, it appears that it is necessary to amend or supplement it in order to ensure its proper execution, the parties will proceed to amend the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of you, the competent authorities, etc., is changed and the agreement is thereby qualitatively and/or quantitatively changed, this may also have consequences for what was originally agreed. As a result, the originally agreed amount may be increased or decreased. We will quote in advance as much as possible. Furthermore, by amending the agreement, the originally stated period of execution can be changed. You accept the possibility of amending the agreement, including the change in price and term of execution.
4.10 We are entitled to increase the agreed price, even if a fixed price has been agreed, on the basis of a power or obligation under the law or regulations or if the increase is caused by an increase in the price of raw materials, wages, etc. or on other grounds - in so far as these were not reasonably foreseeable at the time the agreement was entered into - without you being entitled to dissolve the agreement for this reason.

Article 5 - Prices
5.1 The prices stated are exclusive of VAT and must be paid inclusive of VAT, unless stated otherwise.
5.2 Prices are in euros unless expressed in other currencies.

Article 6 - Invoicing and payment
6.1 Invoices will be sent as soon as possible to the invoice address provided by you, without prejudice to your own obligation to pay Al Metal B.V.
6.2 Unless otherwise agreed, invoices must be paid within 14 days of the invoice date, without any claim to setoff or discount unless otherwise agreed.
6.3 If any term of payment prescribed in the terms and conditions or separately agreed upon is exceeded, you will be immediately in default by operation of law without further notice of default being required. In that case, we are entitled to proceed to collection without further notice of default. In that case, you will be charged default interest on the amount due, based on 1.0% per month.
6.4 In addition to the principal sum and the default interest, you will owe all costs, both judicial and extrajudicial, that are incurred by us for the collection of our claim as well as for the preservation of our rights. The extrajudicial costs are set at 15% of the principal sum, with a minimum of € 150,00 plus the VAT due.
6.5 Without prejudice to the above, in the event of non-payment or late payment or failure to fulfil or improper fulfilment of any obligation incumbent upon you, we shall be entitled, without prior notice of default, to cease further deliveries or to suspend fulfilment of our obligations, without prejudice to our right to compensation for all direct, indirect and consequential damages, including loss of profit, and without prejudice to all other rights to which we are legally entitled.
6.6 We are at all times entitled, even after the conclusion of the agreement, to demand advance payment, cash payment or security for payment from you. If you do not meet these requirements, we are entitled, without prior notice of default, to discontinue further deliveries or to suspend the fulfillment of our obligations, without prejudice to our right to compensation for damages and without prejudice to all other rights to which we are legally entitled.

Article 7 - Complaints, guarantees and limitation period
7.1 We guarantee that the goods to be delivered are free from defects in material and workmanship. Parts containing defects in material and workmanship will be replaced free of charge if these CIFs are offered to us. The warranty expires 12 months after delivery.
7.2 The repaired and/or replaced parts are delivered Ex-Works by us. Replacement and/or repair does not lead to an extension of the warranty period mentioned in paragraph 1. The costs related to import or export or other additional costs shall be borne by you.
7.3 If a deviating guarantee arrangement has been agreed between the parties, this shall explicitly apply instead of, and not in addition to, the warranty mentioned in paragraph 1.
7.4 Any warranty by us shall lapse as a result of modification, maintenance or repair of the goods by others than (designated by) us as well as in case of misuse, inexpert use or incorrect storage of the goods, use in violation with the use and safety regulations of the goods or external circumstances.
7.5 You are obliged to examine the delivered goods (or have them examined) immediately at the moment the goods are made available to you or at the moment the relevant work has been carried out. In doing so, you must examine whether the quality and/or quantity of the delivered goods are in accordance with what has been agreed and meets the requirements the parties have agreed in this respect.
7.6 Visible defects must be reported to us in writing within 14 days of delivery. Non-visible defects must be reported to us in writing immediately, but in any case no later than 14 days after discovery. The report must contain a description of the defect that is as detailed as possible, so that we are able to respond adequately. You must give us the opportunity to investigate a complaint (or have it investigated).
7.7 If we are not notified in writing of defects/complaints about the goods and/or services delivered to you within the aforementioned periods, you will be deemed to have agreed to the goods delivered and to have waived all rights and powers that are available to you on the basis of the law and/or the agreement.
7.8 If it is established that a complaint is unfounded, the costs incurred as a result, including the costs of research, will be borne by you in full on our part as a result of such cases.
7.9 Contrary to the statutory limitation periods, the limitation period for all claims and defences against us and the third parties involved by us in the execution of an agreement shall be one year.
7.10 The submission of a complaint does not affect the fulfillment of the payment obligations.

Article 8 - Reservation of title
8.1 All goods delivered to you remain our property, but at your expense and risk, until all amounts owed by you for the goods delivered or to be delivered or work performed or to be performed under the agreement, as well as the claims due to your failure to comply with this or similar agreement(s), including interest and collection costs, have been paid in full by you.
8.2 You and/or your representatives shall exercise all due care and take all appropriate measures to separate the items referred to in the previous paragraph from the other items in your and/or your representatives’ possession. To this end, you shall in any case store and/or mark the items referred to in the first paragraph separately, in such a way that they are clearly recognisable to third parties as our property. You are obliged to give us or our representative free access at all times to the spaces in which the goods delivered by us are located.
8.3 As long as the ownership of the delivered goods has not been transferred to you, you are not permitted to process the goods, take them outside of your control, alienate them, pledge them or otherwise encumber them.
8.4 You are obliged to inform third parties who wish to recover from the goods delivered by us of our right to ownership. Furthermore, you are obliged to inform us immediately afterwards.
8.5 If you fail to fulfill your obligations or if we have good reason to fear that you will fail to fulfill your obligations, we may invoke the retention of title made by us.
8.6 If we invoke the retention of title made by us, you are obliged, upon request, to bring the delivered goods under our actual control immediately and free of charge.

Article 9 - Intellectual property
9.1 All intellectual property rights to all material developed or made available under the agreement (together referred to as "Information") are vested exclusively in us or our licensors.
9.2 You only acquire the rights of use and powers that are expressly granted to you by these terms and conditions or otherwise. The ownership of the information referred to in paragraph 1 remains inalienable with us, but at your expense and risk.
9.3 You are not permitted to make the information available to third parties, to reproduce it or to make copies of it (or have copies made), unless and to the extent that we have given prior written permission to do so.
9.4 You are obliged to maintain the confidentiality of all Information made available to you by us, unless and to the extent that we have given our prior written consent to disclosure.

Article 10 - Liability
10.1 Our total liability on account of attributable failure in the performance of the agreement shall be limited to compensation of the material and direct damage up to a maximum of the amount of the separately stipulated price (excluding VAT) for the goods concerned, to the extent that this is the case:
- the damage is the direct result of our intent or gross negligence or of the persons whose services we use in the execution of the agreement;
- the damage is the direct result of a demonstrable defect in the goods produced and delivered by us, insofar as these do not offer the safety that can be expected, considering all circumstances;
- is directly caused by the execution of work carried out pursuant to the agreement.
10.2 Moreover, we are not liable for any damage suffered by you as a result of editorial and/or substantive inaccuracies and/or incompleteness in the goods and/or services supplied by and/or on behalf of us.
10.3 For the damage described above, we, in any case, accept no liability for the damage for which we are not insured and for which we would not have had to be insured on the basis of customs applicable in the sector. Furthermore, our total liability will never exceed the amount of € 4,500 in total per event.
10.4 We can only be held liable for those (in)direct damages for which we have explicitly accepted liability in these terms and conditions.
10.5 You shall indemnify us against all claims by third parties on account of liability that do not lie with us pursuant to the previous paragraphs of this article.

Article 11 - Force majeure
11.1 Force majeure is understood to mean: every unforeseeable circumstance, regardless of the will of the parties, as a result of which the other party can no longer reasonably demand fulfilment of the agreement, for example in the event of fire, floods, strikes, epidemics, (civil) war, government measures, non-availability or late availability of permits, trade embargoes, labour disturbances, blackouts, interruptions of operations, breach of contract or delay on the part of our supplier(s) and on the part of third parties engaged by us in connection with the execution of the agreement or their personnel and the unavailability (in time) or insufficient availability of materials, transport, fuels, energy and manpower on our part.
11.2 If, in our opinion, the force majeure is of a temporary nature, we shall be entitled to suspend the execution of the agreement until such time as the circumstances giving rise to the force majeure no longer occur.
11.3 If, in our opinion, the situation of force majeure is of a permanent nature, or if the execution of the agreement has been suspended for more than three months or as soon as it is certain that it will last at least three months, each of the parties may demand by registered letter that the agreement be either adapted to the circumstances or dissolved with immediate effect for the part in question, without the parties being obliged to pay compensation to each other in the process.
11.4 We shall at all times be entitled to claim payment for the performances carried out during the execution of the agreement in question, before the force majeure situation or circumstance has become apparent.
11.5 The party that considers itself to be in a situation of force majeure must immediately inform the other party.

Article 12 - Dissolution
12.1 If you:
- are declared bankrupt, go into administration, submit a request for suspension of payment or if all or part of your property is seized;
- (in the case of a natural person) die or are placed under guardianship;
- do not or do not properly comply with the obligations incumbent upon you by virtue of the law or the agreement;
- have not paid an invoice amount or part of an invoice amount within the set period or do not comply with our request for advance payment, cash payment or security for payment pursuant to article 6.6 of these General Terms and Conditions;
- proceed to the cessation or transfer of your business or an important part thereof, including the transfer of your business to a company to be established or already existing, or changes the objective of your business,
By the mere occurrence of one or more of these circumstances, we have the right to dissolve the agreement in whole or in part by means of a written statement without any judicial intervention or notice of default being required, as well as the right to demand any amount owed by you by virtue of the agreement concluded with you immediately and without any warning or notice of default being necessary in its entirety, without prejudice to our right to compensation for all direct, indirect and consequential damages, including loss of profit and without prejudice to all other legal rights accruing to us.
12.2 If, even after a written reminder to that effect, we do not fulfil our obligations, or do not fulfil them on time or properly, you can dissolve the agreement in question for the defective part, without however being able to claim compensation for (dissolution) damage, without prejudice to the applicability of the stipulations concerning the retention of title contained in these terms and conditions.

Article 13 - Processing of personal data
13.1 We may record personal data about you in connection with our services. We have taken appropriate measures with regard to the protection of the personal data provided. We refer you to our Privacy Statement about how and why.

Article 14 - Applicable law and competent court
14.1 All offers and agreements to which these terms and conditions apply are governed exclusively by Dutch law.
14.2 All disputes arising from or in connection with an offer, assignment, agreement or commitment to which these terms and conditions apply, shall in the first instance be settled exclusively by the absolutely competent court in the district of Rotterdam, location Dordrecht.