General terms and conditions
Clear and unambiguous agreements for a strong partnership
MB Aluminium applies the following general terms and conditions. These general terms and conditions are applicable from 1 January 2025.
Table of contents
Article 1 - Definitions
Article 2 - Applicability of general terms and conditions
Article 3 - Payment
Article 4 - Offers and tenders
Article 5 - Prices
Article 6 - Price indexation
Article 7 - Provision of information by the client
Article 8 - Cancellation of assignment
Article 9 - Execution of the agreement
Article 10 - Contract duration
Article 11 - Modification of the agreement
Article 12 - Force majeure
Article 13 - Set-off
Article 14 - Suspension
Article 15 - Transfer of rights
Article 16 - Extinction of the claim
Article 17 - Warranty
Article 18 - Insurance
Article 19 - Liability for damage
Article 20 - Client's liability
Article 21 - Indemnification
Article 22 - Obligation to complain
Article 23 - Retention of title, right of suspension and right of retention
Article 24 - Intellectual property
Article 25 - Confidentiality
Article 26 - Penalty for breach of duty of confidentiality
Article 27 - Non-acquisition of staff
Article 28 - Modification of general terms and conditions
Article 29 - Applicable law and competent court
Article 1 - Definitions
MB Aluminium, established in Eindhoven, KvK number 87719932, shall be referred to in these general terms and conditions as service provider.
Service provider's counterparty shall be referred to as client in these general terms and conditions.
(3) The parties are service provider and client together.
Agreement means the service agreement between the parties.
Article 2 - Applicability of general terms and conditions
These terms and conditions shall apply to all quotations, offers, works, agreements and deliveries of services or goods by or on behalf of service provider.
Deviation from these terms and conditions is only possible if expressly agreed in writing by the parties.
3. The agreement always contains effort obligations for service provider, not result obligations.
Article 3 - Payment
Invoices must be paid within 7 days of the invoice date, unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice.
Payments shall be made without any recourse to suspension or set-off by transferring the amount due to the bank account number specified by service provider.
If the customer does not pay an invoice within the agreed period, he shall be in default by operation of law, without any reminder being necessary. From that moment service provider is entitled to suspend the obligations until client has fulfilled his payment obligations.
If the principal remains in default, the service provider shall proceed to collection. The costs related to such collection shall be for the customer's account. When the client is in default, he owes the service provider, in addition to the principal sum, statutory (commercial) interest, extrajudicial collection costs and other damages. The collection costs are calculated according to the Decree on compensation for extrajudicial collection costs.
In case of liquidation, bankruptcy, attachment or suspension of payment of the principal, service provider's claims on the principal are immediately due and payable.
6. If the customer refuses to cooperate with the execution of the order by the service provider, he is still obliged to pay the agreed price to the service provider.
Article 4 - Offers and tenders
Service provider's offers shall be valid for a maximum of 1 month, unless another period of acceptance is mentioned in the offer. If the offer is not accepted within that period, the offer expires.
Delivery times in offers are indicative and if exceeded do not entitle the client to dissolution or damages, unless the parties have expressly agreed otherwise in writing.
Offers and quotations do not automatically apply to repeat orders. The parties must agree this explicitly and in writing.
Article 5 - Prices
The prices mentioned on offers, quotations and invoices of service provider are exclusive of VAT and any other government levies, unless explicitly stated otherwise.
The prices of goods shall be based on the cost prices known at that time. Increases thereof, which could not be foreseen by the service provider at the time of making the offer or entering into the agreement, may result in price increases.
With regard to the provision of services, the parties may agree on a fixed price when the agreement is concluded.
If no fixed price has been agreed, the rate in respect of the services may be determined on the basis of the hours actually spent. The rate shall be calculated according to the service provider's usual hourly rates, valid for the period in which he performs the work, unless a different hourly rate has been agreed.
5. If no rate based on hours actually worked has been agreed, a guide price for the services shall be agreed, in which case the service provider shall be entitled to deviate up to 10%. If the guide price is higher than 10%, service provider shall inform client in due time why a higher price is justified. In that case, the client is entitled to cancel part of the order that exceeds the guide price plus 10%.
Article 6 - Price indexation
The prices and hourly rates agreed when entering into the agreement shall be based on the price level applied at that time. Service provider has the right to adjust the fees to be charged to client annually as per 1 January.
Adjusted prices, rates and hourly wages shall be communicated to the client as soon as possible.
Article 7 - Provision of information by the client
Client shall make all information relevant to the execution of the order available to service provider.
The client shall provide all data and documents the service provider considers necessary for the correct execution of the order, in time and in the desired form and manner.
The client guarantees the correctness, completeness and reliability of the data and documents made available to the service provider, even if they originate from third parties, insofar as the nature of the order does not dictate otherwise.
The client shall indemnify the service provider against any damage in whatever form resulting from failure to comply with the provisions of paragraph 1 of this article.
If and to the extent the principal so requests, the service provider shall return the relevant documents.
If the client does not, not in time or not properly make available the data and documents required by the service provider, and the execution of the order is therefore delayed, the resulting additional costs and additional fees shall be borne by the client.
Article 8 - Cancellation of assignment
The client shall be free to terminate the order to service provider at any time.
If the client withdraws the order, the client shall be obliged to pay the service provider's due wages and expenses incurred.
Article 9 - Execution of the agreement
Service Provider shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Service Provider shall have the right to have work performed by third parties.
3. Performance shall take place by mutual agreement and after written agreement and payment of any agreed advance.
It is the client's responsibility that service provider can start the assignment in time.
Article 10 - Contract duration
The agreement between the principal and the service provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
If, within the term of the agreement, the parties have agreed a term for the completion of certain work, this shall never be a deadline. If this term is exceeded, the client must give the service provider written notice of default.
Article 11 - Modification of the agreement
If, during the execution of the agreement, it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties shall adapt the agreement accordingly in good time and in mutual consultation.
If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected as a result. Service provider shall inform the client as soon as possible.
If the change or supplement to the agreement has financial and/or qualitative consequences, service provider shall inform client in writing as soon as possible.
4. If the parties have agreed on a fixed fee, the service provider shall indicate the extent to which the change or supplement to the agreement results in an increase of this fee.
Article 12 - Force majeure
In addition to the provisions of section 6:75 of the Dutch Civil Code, a service provider's failure to fulfil any obligation to the client cannot be attributed to the service provider in case of circumstances beyond the service provider's control, as a result of which the fulfilment of its obligations to the client is fully or partially prevented or as a result of which the service provider cannot reasonably be required to fulfil its obligations. Such circumstances include non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions and work interruptions.
If a situation as referred to above arises as a result of which service provider cannot fulfil its obligations towards the principal, those obligations shall be suspended as long as service provider cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties shall be entitled to dissolve the agreement in full or in part in writing.
Service provider shall not be bound to compensate any damage in the case referred to in the second paragraph of this article, even if service provider enjoys any advantage as a result of the force majeure situation.
Article 13 - Set-off
Client waives his right to set off a debt to service provider against a claim against service provider.
Article 14 - Suspension
Client waives the right to suspend the performance of any obligation arising from this agreement.
Article 15 - Transfer of rights
Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision counts as a stipulation with effect under property law as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
Article 16 - Extinction of the claim
Any right to compensation for damage caused by service provider shall in any event lapse 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.
Article 17 - Warranty
The parties have entered into an agreement with a service character, which for MB Aluminium only contains an obligation of effort and therefore no obligation to achieve a result.
Article 18 - Insurance
1. The customer undertakes to adequately insure and keep insured delivered goods that are necessary for the execution of the underlying agreement, as well as goods of service provider present on the customer's premises and goods delivered under retention of title, against, inter alia, fire, explosion and water damage and theft.
Client shall make the policy of such insurance available for inspection upon first request.
Article 19 - Liability for damage
Service provider shall not be liable for any damage resulting from this agreement unless service provider caused the damage intentionally or with gross negligence.
In the event that service provider owes compensation to client, the damage shall not exceed the fee.
Any liability for damage arising from or related to the execution of an agreement shall always be limited to the amount paid out in the case in question by the (professional) liability insurance(s) taken out. This amount shall be increased by the amount of the excess under the relevant policy.
The limitation of liability shall also apply if service provider is held liable for damage resulting directly or indirectly from the malfunctioning of equipment, software, data files, registers or other items used by service provider in the execution of the order.
Service provider's liability for damage resulting from intent or deliberate recklessness of service provider, its manager or subordinates is not excluded.
Article 20 - Client's liability
In case an order is given by more than one person, each of them shall be jointly and severally liable for the amounts due to service provider under that order.
If an assignment is given directly or indirectly by a natural person on behalf of a legal person, this natural person can also be the principal in private. This requires that this natural person can be regarded as the (co)policymaker of the legal entity. In case of non-payment by the legal entity, the natural person is therefore personally liable for the payment of the invoice, regardless of whether it is made out in the name of a legal entity or in the name of the client as a natural person or both of them, whether or not at the client's request.
Article 21 - Indemnification
The customer shall indemnify the service provider against all third-party claims related to the goods and/or services provided by the service provider.
Article 22 - Obligation to complain
The customer shall be obliged to immediately report complaints about the work done in writing to the service provider. The complaint shall contain as detailed a description as possible of the shortcoming, so that the service provider is able to respond adequately.
In any case, a complaint cannot result in the service provider being obliged to perform other work than agreed upon.
Article 23 - Retention of title, right of suspension and right of retention
The goods and parts delivered to the customer shall remain the property of the service provider until the customer has paid the entire agreed price. Until such time, the service provider may invoke its reservation of title and repossess the goods.
If the agreed amounts to be paid in advance are not paid or not paid in time, the service provider has the right to suspend the work until the agreed part is still paid. This shall constitute creditor default. Late delivery cannot be held against the service provider in that case.
Service Provider shall not be entitled to pledge or otherwise encumber the goods subject to its retention of title.
If goods have not yet been delivered, but the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. The goods shall then not be delivered until the customer has paid in full and in accordance with the agreement.
5. In the event of liquidation, insolvency or suspension of payment of the client, the client's obligations shall fall due immediately.
Article 24 - Intellectual property
Unless the parties have agreed otherwise in writing, service provider shall retain all intellectual absolute rights (including copyright, patent right, trademark right, drawings and models right, etc.) to all designs, drawings, writings, carriers with data or other information, offers, images, sketches, models, models, etc.
The said intellectual absolute rights may not be copied, shown and/or made available to third parties or otherwise used without the written consent of service provider.
The client undertakes to keep confidential the confidential information made available to him by the service provider. Confidential information shall in any case mean that to which this article relates, as well as business data. The client undertakes to impose a written confidentiality obligation on his staff and/or third parties involved in the execution of this agreement of the scope of this provision.
Article 25 - Confidentiality
Each Party shall keep confidential the information it receives (in whatever form) from the other Party and any other information concerning the other Party which it knows or has reasonable grounds to suspect to be secret or confidential, or information the dissemination of which it can expect to harm the other Party, and shall take all necessary measures to ensure that its personnel also keep the said information confidential.
The duty of confidentiality referred to in the first paragraph of this article shall not apply to information:
a. that was already in the public domain at the time it was received by the recipient or has subsequently become public without a breach by the receiving party of a confidentiality obligation incumbent on it
b. for which the receiving Party can prove that such information was already in its possession at the time of provision by the other Party
c. received by the receiving party from a third party where that third party was entitled to provide that information to the receiving party
d. disclosed by the receiving Party pursuant to a statutory duty
The confidentiality obligation defined in this article shall apply for the duration of this agreement and for a period of three years after its termination.
Article 26 - Penalty for breach of duty of confidentiality
If the client violates the article of these general terms and conditions on confidentiality, the client forfeits to the service provider an immediately payable fine of €50,000 for each violation and in addition an amount of €5,000 for each day that the violation continues. This is irrespective of whether the violation can be attributed to the client. Moreover, no prior notice of default or court proceedings are required to forfeit this penalty. Nor does it require any form of damage.
Forfeiture of the fine referred to in the first paragraph of this article shall be without prejudice to the service provider's other rights including its right to claim damages in addition to the fine.
Article 27 - Non-acquisition of staff
The client shall not employ any employees of the service provider (or of companies called upon by the service provider for the performance of this agreement and who are (were) involved in the performance of the agreement). Nor shall he otherwise have them work directly or indirectly for him. This prohibition applies during the term of the agreement until one year after its termination. There is one exception to this prohibition: the parties may make other agreements in good business consultation with each other. These agreements apply insofar as they are recorded in writing.
Article 28 - Modification of general terms and conditions
MB Aluminium shall be entitled to amend or supplement these general terms and conditions.
Changes of minor importance may be made at any time.
As far as possible, MB Aluminium shall discuss major changes in content with the customer in advance.
Article 29 - Applicable law and competent court
Any agreement between the parties shall be governed exclusively by Dutch law.
The Dutch court in the district where MB Aluminium has its registered office/practice/office is exclusively competent to take cognisance of any disputes between the parties, unless otherwise prescribed by mandatory law.
Nederlands (Formeel)
English (UK)