Terms of service
OVERVIEW
This website is operated by Conformal Coating & Potting BV. Throughout the site, the terms “we”, “us” and “our” refer to Conformal Coating & Potting BV. Conformal Coating & Potting BV offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Refund Policy: [LINK TO REFUND POLICY]
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more details, please review our Refund Policy: [LINK TO REFUND POLICY]
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and Services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy, which can be viewed here: [LINK TO PRIVACY POLICY]
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Conformal Coating & Potting BV, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Conformal Coating & Potting BV and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Netherlands.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - ADDITIONAL TERMS & CONDITIONS OF THE METAL UNION.
Terms and conditions of Metaalunie 1 January 2025
General terms and conditions of delivery issued by Koninklijke Metaalunie, filed with the Registry of the Court of Rotterdam.
Article 1: Applicability
1.1. The Metaalunie member who applies these terms and conditions is referred to as the contractor. The other party is referred to as the client.
1.2. These terms and conditions apply to all offers made by a Metaalunie member, to all agreements that it enters into and to all agreements arising from this, all of which in-sofar as the Metaalunie member is the contractor.
1.3. In the event of a conflict between a provision of the concluded agreement and these terms and conditions, the provision of the agreement shall prevail.
1.4. Only Metaalunie members may use these terms and conditions.
Article 2: Offers
2.1. All offers made by the contractor are without obligation and revocable, including offers that include a term for acceptance. The contractor is entitled to revoke its offer up to two working days after it has received the acceptance.
2.2. The prices stated by the contractor in the offer are expressed in euros, excluding VAT and other government levies or taxes. In addition, the prices do not include travel, accommodation, packaging, storage and transport costs or costs for loading, unloading and cooperating with customs formalities.
2.3. Unless otherwise specified, the offer does not include:: a. groundwork, pile driving, cutting, breaking, foundation work, masonry, carpentry, plastering, painting, wallpapering, repair work or any other construction work;
b. making connections to gas, water, electricity, internet or other infrastructural facilities;
c. measures to prevent or limit damage to, of theft or loss of, goods present at or near the workplace;
d. removal of materials, soil, building materials or waste; e. vertical and horizontal transport.
Article 3: Confidentiality
3.1. All information provided by or on behalf of the contractor to the client (such as offers, designs, images, drawings and know-how) of whatever nature and in whatever form is confidential. The client will only use this information for the execution of the agreement. The client will not disclose or reproduce the information.
3.2. If the client breaches an obligation under paragraph 1, it will owe an immediately payable penalty of € 25,000 per breach. The contractor may claim this penalty in ad-dition to damages under the law.
3.3. The client must return the information referred to in paragraph 1 upon first request, within a period set by the contractor, at the contractor’s discretion, or destroy it in a manner to be determined by the contractor, without being allowed to retain a copy in any form whatsoever. In the event of a breach of this provision, the client shall owe the contractor an immediately payable penalty of € 1,000 per day. The client can claim this penalty in addition to compensation under the law.
Article 4: Advice and information provided
4.1. The client cannot derive any rights from advice and information provided by the con-tractor that is not related to the contract.
4.2. If the client provides information to the contractor, the contractor may assume the accuracy and completeness of this information when making an offer and performing the agreement.
4.3. The contractor is not obliged to warn of, or to independently investigate, any inaccuracies in the order, defects and unsuitability of goods originating from the client and errors or defects in plans, drawings, calculations, specifications or implementation instructions provided by the client.
4.4. The client indemnifies the contractor against any third-party claim in connection with (the use of) information provided by or on behalf of the client. This includes advice, instructions, drawings, calculations, de signs, materials, brands, samples and models. The client shall compensate the contractor for all damage suffered. This Includes The full cost of legal defence.
Article 5: Delivery time
5.1. All delivery times, which includes in these conditions a delivery date, week, month, term or implementation period, are indicative. If these are exceeded, the client must issue the contractor at all times with a notice of default.
5.2. The delivery time shall apply only when the client and the contractor have reached timely agreement on all commercial and technical details, all information, including final and approved drawings and the like, is in the possession of the contractor, all items to be made available by the client have been received by the contractor, the agreed (instalment) payment has been received in time and the other conditions for the execution of the order have been fulfilled. If the delivery time no longer applies, the contractor may determine a new delivery time taking into account the contrac-tor’sschedule.
5.3. The delivery time no longer applies if there are circumstances other than those known to the contractor when it specified the delivery time and those circumstances are at the expense and risk of the client, including changes to the order, contract variations or suspension by the contractor. If the delivery time no longer applies, the contractor may determine any delivery time taking into account the contractor's schedule.
5.4. The client must reimburse the contractor for all costs, damage and loss incurred or suffered by the contractor as a result of a change in the delivery time as referred to in paragraphs 2 and 3, without the need for a notice of default.
5.5. Exceeding the delivery time does not entitle the client to compensation or full or partial termination. The client indemnifies the contractor against claims from third parties as a result of exceeding the delivery time.
Article 6: Delivery and risk transfer
6.1. Delivery takes place at the time the contractor makes the item available to the client at its premises and has notified the client accordingly. From that moment on, the item is at the client's risk.
6.2. If, after the conclusion of the agreement, the contractor nevertheless arranges the transport in whole or in part at the request of the client or assists the client in this regard (such as storage, loading, stowage or unloading), this will be at the expense and risk of the client. The client can insure itself against these risks.
6.3. If after delivery, transport is carried out by or on behalf of the client and the contractor must have access to (transport) documents that are in the client’s possession, the client must make those documents available to the contractor free of charge upon first request.
6.4. If an item is exchanged and the client retainsthe item to be exchanged pending delivery of the new item, the risk of the item to be exchanged remains with the client until the time that it hands over the item to the contractor. If the client is unable to deliver the item to be exchanged in the condition in which it was when the agreement was concluded, the contractor may terminate the agreement wholly or in part.
Article 7: Price change
The contractor may pass on to the client any increase in cost-determining factors that occurred after the conclusion of the agreement. The client must pay the price increase at the contractor’s first request.
Article 8: Force majeure
8.1. If the contractor cannot fulfil its obligations due to a circumstance beyond its actual control, this cannot be attributed to the contractors and results in force majeure. In that event, the contractor shall not be liable for any damage suffered by the client as a result. Except as provided in the fourth paragraph of this article, the client is in that event also not entitled to terminate the agreement in whole or in part.
8.2. The circumstances referred to in the first paragraph of this article include in any case (civil) war (threat), terrorism, riots, outbreaks of infectious diseases and the resulting government measures or advice, natural disasters, extreme weather conditions, import or trade restrictions, ex plosion, fire, water damage,sabotage,cybercrime, disruption of digital infrastructure, disruptions in the supply of energy, (partial) loss,theft or loss of tools, materials or information, defects in machines, roadblocks, blockades of railways and waterways or airports, strikes or work stoppages, staff shortages and the circumstance that third parties engaged by the contractor, such as suppliers, subcontractors and transporters, or other parties on which the contractor is dependent, do not or do not timely fulfil their obligations.
8.3. The contractor is entitled to suspend fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations to the client due to force majeure. Once the force majeure situation has ended, the contractor shall fulfil its obligations as soon as it's schedule permits.
8.4. If there is force majeure and compliance is or becomes permanently impossible, or the temporary force majeure situation has lasted for more than six months, the contractor is authorised to terminate the agreement wholly or in part with immediate effect. In those cases, the client is entitled to terminate the agreement with immediate effect, but only for that part of the obligations that the contractor has not yet fulfilled.
8.5. The parties are not entitled to compensation for the damage suffered or to be suffered as a result of the force majeure, suspension or termination as referred to in this article.
Article 9: Contract extras
Contract extras are calculated on the basis of the prices applicable at the contractor at the time the additional work is carried out. The client must pay the price for the contract extras on the contractor’s first request.
Article 10: Execution of the work
10.1. The client shall ensure that the contractor can perform its work safely, undisturbed, uninterrupted and at the agreed time. The client shall ensure at its own expense and risk that: a. all permits, exemptions and other decisions necessary to carry out the work have been obtained in a timely manner. The client is obliged to provide the contractor with a copy of the aforementioned documents on the contractor’s first request;
b. the client informs the contractor in writing and in a timely manner of all (safety) regulations applicable at the location;
c. the contractor is provided with the necessary auxiliary personnel, tools and facilities (such as gas, water, electricity, internet, suitable access roads for any neces-sary transport, lifting and hoisting cranes, sanitary facilities and a lockable dry storage space) when carrying out its work;
d. all activities necessary for the execution of the work and not included in the agreement have been carried out on time.
10.2. The client bears the risk and is liable for damage to and theft or loss of all items located at or near the place where the work is carried out or at any other agreed place, such as the item delivered or to be delivered, tools, materials intended for the work or equipment used in the performance of the work. This does not apply if the client proves that the damage, theft or loss was caused by the contractor itself.
10.3. Without prejudice to the provisions of paragraph 2 of this article, the client must take out adequate insurance against the risks mentioned in that paragraph. In the event of damage, the client is obliged to report this immediately to its insurer for further processing and settlement.
Article 11: Delivery of the work
11.1. The Work is deemed to be delivered if:
a. the client has approved the work;
b. the work has been put into use. If part of the work has been put into use, that part is considered to be delivered;
c. the contractor has notified the client in writing that the work has been completed and the client has not notified the contractor in writing within 14 days of the date of such notification that the work has not been approved;
d. the client does not approve the work on the grounds of minor defects or missing parts that can be repaired or delivered within 30 days and that do not prevent the work from being put into use.
11.2. The contractor is not obliged to provide the client with a document within the mean-ing of Section 7:757a of the Dutch Civil Code regarding the construction work that has been completed and is to be delivered (a ‘transfer or delivery file’).
11.3. If the client does not approve the work, it is obliged to inform the contractor of this in writing, stating the reasons. The client must give the contractor the opportunity to deliver the work at a later date
Article 12: Liability
12.1. If the contractor is liable for whatever reason, such liability shall at all times be limited as stipulated in the following paragraphs.
12.2. If the contractor has any insurance taken out by it or on its behalf that provides cover, the contractor’s obligation to compensate for damage shall be limited to the amount paid out under such insurance in the relevant case.
12.3. If the contractor has no insurance as referred to in the previous paragraph or no amount is paid out under such insurance for whatever reason, the obligation to compensate for damage is limited to a maximum of 15% of the order price (excluding VAT). If the agreement consists of parts or partial deliveries, this obligation is limited to a maximum of 15% (excluding VAT) of the order price of the part or partial delivery in connection with which the contractor's liability has arisen. If it concerns continuing performance contracts, the obligation to compensate for damage is limited to a maximum of15% (excluding VAT) of the contract price owed over the last twelve months prior to the damage-causing event.
12.4. The following do not qualify for compensation:
a. consequential damage. Consequential damage includes, but is not limited to: business interruption loss, loss of production, loss of profit, missed savings and subsidies, tax disadvantages, costs incurred in vain, internal costs of the client, reduced goodwill and damage to reputation, penalties, damage resulting from liability of the client towards third parties, loss in connection with damage, destruction or loss of data or documents, transport costs and travel and accommodation expenses, storage costs, costs for replacement equipment and labour and costs in connection with recall actions;
b. damage to goods caused by or during the performance of the work to goods that are being worked on or to goods that are located in the vicinity of the place where the work is being carried out (op zichtschade);
c. damage to or caused by or with equipment provided to the contractor;
d. damage as a result of intent or wilful recklessness by the contractor's auxiliary staff or non-managerial subordinates. e. damage to material supplied by or on behalf of the client, including as a result of improperly executed processing, assembly, mounting or installation.
The client may insure itself against these types of damage if possible.
12.5. The client indemnifies the contractor against all claims from third parties resulting from a defect in a product supplied by the client to a third party and of which the products or materials supplied by the contractor form part. The client must compensate for all damage suffered by the contractor in this regard, including the full costs of legal defence.
12.6. Any claim for damages by the client shall lapse after a period of twenty four months from the date it arose unless the client has brought the claim before the competentcourt before the expiry of that period.
Article 13: Guarantee and other claims
13.1. Unless otherwise agreed in writing, the contractor guarantees the proper execution of the agreed performance for a period of six months after delivery or completion, as detailed in the following paragraphs.
13.2. If the parties have agreed to deviating guarantee conditions, the provisions of this article will remain in full force, unless and insofar as this is in conflict with those deviating guarantee conditions.
13.3. The client must lend all cooperation free of charge to the investigation by or on behalf of the contractor of a complaint by the client about the performance carried out, failing which all rights of the client in connection with that complaint shall lapse.
13.4. If the contractor has rejected a complaint about the performed service on good grounds, the client must reimburse all costs reasonably incurred in connection with investigating the complaint.
13.5. If the agreed performance has not been properly executed, the contractor will choose whether to perform it properly, replace the delivered item in whole or in part, or credit the client for a reasonable part of the order amount.
13.6. If the contractor chooses to properly perform the service or to replace the delivered item in whole or in part,the client will in all cases offer the contractor the opportunity to do so. The contractor determines the method and time of execution. If the agreed performance (also) included the processing of material provided by the client, the client must supply new material at its own expense and risk.
13.7. Items to be repaired or replaced by the contractor must be sent to the contractor by the client. Transport, shipping, disassembly and assembly are at the expense and risk of the client. In addition, travel, accommodation and travel hours are for the account of the client. The contractor is authorised to require security or advance payment for these costs.
13.8. The contractor is not required to implement the guarantee until the client has fulfilled all its obligations.
13.9. a. The guarantee does not cover defects that are the result of: - normal wear and tear;
- improper use;
- lack of maintenance, or incorrectly performed maintenance; - installation, assembly, disassembly, change or repair by the client or by third parties;
- defects in or unsuitability of items, materials or tools originating from, or prescribed by, the client.
b. No guarantee is given for:
- items delivered that were not new at the time of delivery; - inspecting, repairing and overhauling items;
- items under manufacturer's warranty;
- items for which a guarantee has been granted to the client by third parties.
13.10. The provisions of paragraphs 3 to 8 of this article apply by analogy to any of the client's claims based on breach of contract, non-conformity or any other basis whatsoever.
Article 14: Obligation to complain
14.1. In any case, the client no longer has the right to invoke a defective performance if it has not complained to the contractor in writing within fourteen days after it discovered or should reasonably have discovered the defect.
14.2. The client must have submitted complaints about the invoice with the contractor in writing and within the payment term, subject to forfeiture of all rights. If the payment term is longer than thirty days, the client must have submitted its complaint in writing within thirty days of the invoice date at the latest.
Article 15: Failure to take possession of goods
15.1. The client is obliged to take actual possession of the goods that are the subject of the agreement at the agreed location at the end of the delivery period.
15.2. The client must cooperate fully and free of charge to enable the contractor to deliver the goods.
15.3. Goods not taken into possession are stored at the client’s expense and risk.
15.4. In the event of a breach of the provisions of paragraph 1 or 2 of this article, the client shall, after the contractor has given notice of default, owe the contractor a penalty of € 250 per day for each breach, with a maximum of € 25,000. This penalty can be claimed in addition to damages by virtue of the law.
Article 16: Payment
16.1. Payments made at the contractor’s business address into an account to be designated by the contractor.
16.2. Unless otherwise agreed, payment is made within 30 days of the invoice date.
16.3. If the client fails to fulfil its payment obligation, it is obliged to comply with a request from the contractor for a benefit in kind instead of the agreed amount.
16.4. The client's right to offsetitsclaims againstthe contractor orto suspend the fulfilment of its obligations is excluded unless the contractor has been granted a suspension of payments or is bankrupt or the statutory debt adjustment scheme applies to the contractor.
16.5. Irrespective of whether the contractor has fully executed the agreed performance, everything that the client owes or will owe it under the agreement is immediately due and payable if:
a. a payment term has been exceeded;
b. the client fails to fulfil its obligations under article 15; c. the client has not provided security upon first request under Article 17 of these terms and conditions;
d. the client has filed for bankruptcy or suspension of payments; e. attachment is levied on goods or claims of the client;
f. the client (company) is dissolved or wound up;
g. the client (a natural person) files an application to be admitted to the statutory debt adjustment scheme, is placed under a guardianship order or has passed away.
16.6. In the event of late payment, the client shall owe interest on the amount payable to the contractor from the day following the day agreed as the final day for payment until and including the day on which the client makes payment. If the parties have not agreed on the final day of payment, the interest is due from 30 days after the sum has become due and payable. The interest is 12% per year but will be equal to the statutory interest if this is higher. For the interest calculation, a part of the month is considered to be a full month. At the end of each year, the amount on which the in-terest is calculated will be increased by the interest due for that year.
16.7. The contractor is entitled to offset its debts to the client against claims that companies affiliated to the contractor have against the client. In addition, the contractor is entitled to offset its claims to the client against debts that companies affiliated to the contractor have against the client. Furthermore, the contractor is entitled to offset its debts to the client against claims on companies affiliated with the client. Affiliated companies are all companies that belong to the same group within the meaning of Section 2:24b oftheDutch Civil Code and a participation within the meaning of Sec-tion 2:24c of the Dutch Civil Code.
16.8. In the event of late payments, the client owes the contractor all extrajudicial costs with a minimum of € 75.
These costs are calculated on the principal amount based on the following table: - 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 from € 60,000 or more 3%
The extrajudicial costs actually incurred are due if they are higher than the calculation given above.
16.9. If the contractor is wholly or largely vindicated in legal proceedings, all costs incurred in connection with such proceedings shall be borne by the client.
Article 17: Securities
17.1. The client is obliged to provide adequate security, at the contractor’s firstrequest, at the contractor’s discretion,for all payments owed by the client to the contractor under the agreement. If the client fails to comply with this provision within the set time limit, it shall immediately be in default. In that case, the contractor has the right to terminate the agreement and to recover its loss from the client.
17.2. The contractor shall remain the owner of delivered goods until the client has fulfilled its obligations under any agreement with the contractor, including claims for damages, penalties, interest and costs.
17.3. If the client has fulfilled its obligations after the contractor has delivered the goods to it in accordance with the agreement, the retention of title with respect to these goods is revived if the client does not fulfil its obligations under an agreement entered into subsequently.
17.4. As long as the delivered goods are subject to retention of title, the client may not encumber or dispose of these goods other than in the course of its normal business operations. This provision has effect under property law.
17.5. After the contractor has invoked its retention of title, it may recover the delivered goods. The client will cooperate fully with this.
17.6. In the event of a breach of the provisions of paragraph 5 of this article, the client shall, after the contractor has issued notice of default, owe the contractor a penalty of € 250 per day for each breach, with a maximum of € 25,000. This penalty can be claimed in addition to damages by virtue of the law.
17.7. The contractor has a right of pledge and a right of retention on all goods that it has or may receive from the client on any grounds whatsoever and for all claims that it has or might have against the client.
Article 18: Intellectual Property Rights
18.1. The contractor shall be regarded as creator, designer, deviser or inventor, respectively, of the works, models, signs or inventions created under the agreement. The contractor has the exclusive right to apply for a patent, trademark or model.
18.2. The contractor will not transfer any intellectual property rights to the client in the performance of the agreement.
18.3. If the performance to be delivered by the contractor (also) includes providing computer software, the source code will not be handed over to the client. The client will only acquire a non-exclusive, worldwide and perpetual licence for use for the computer software solely for the purpose of the normal use and proper functioning of the item.
18.4. The client is not permitted to transfer the licence or to issue a sub-li cence. This provision has effect under property law. Only in the event of resale of the item in connection with which the contractor has supplied the computer software shall the licence passto the acquirer of the item under the same conditions and restrictions as set out in this article, provided that the purchaser of the item has accepted these conditions in writing.
18.5. The contractor is not liable for damage that the client suffers as a result of an infringement of third-party intellectual property rights.
18.6. The client indemnifies the contractor against any third-party claims late to an infringement of intellectual property rights.
Article 19: Transfer of rights or obligations
The client may not transfer or pledge any rights or obligations pursuant to any article in these general terms and conditions or the underlying agreement(s), unless it has the prior written consent of the contractor. This provision has effect under property law.
Article 20: Termination or cancellation of the agreement
20.1. The client is not entitled to terminate or cancel the agreement in whole or in part.
20.2. The contractor may agree to a request to terminate the agreement. In that case, the client shall owe a payment of at least 20% of the agreed or budgeted price. The contractor is entitled to demand a higher payment or to impose further conditions for its consent.
Article 21: Applicable law and competent court
21.1. Dutch law applies. The Vienna Sales Convention (C.I.S.G.) or any other international regulation, the exclusion of which is permitted, shall not apply.
21.2. The Dutch civil court with jurisdiction in the place of establishment of the contractor shall have exclusive jurisdiction over disputes arising from or related to the agreement.
These terms and conditions constitute an integral translation of the Dutch version of the Metaalunie terms and conditions as filed with the Registry of the Court of Rotterdam on 1 January 2025. The Dutch version will prevail in the explanation and interpretation of this text.
SECTION 21 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at info@cc-p.nl.
Our contact information is posted below:
Conformal Coating & Potting
info@cc-p.nl
Zeefbaan 5D
9672 BN Winschoten
The Netherlands
+31 (0)597 – 430 817