General conditions
General conditions of sale, delivery and payment of the private company with limited liability Kuil Engineering B.V. with its registered office and place of business in Enschede. Filed at the Registry of the District Court in Almelo dated January 15, 1997. The text below applies from 1 February 2014.
CONTENTS
Article 1: Applicability of these conditions
CONTENTS
Article 1: Applicability of these conditions
Article 2: Quotations
Article 3: Delivery and delivery time
Article 4: Price, price increase
Article 5: Packaging
Article 6: Filling or having cylinders and/or exchange containers filled
Article 7: Illustrations, drawings, calculations, etc.
Article 8: Performance of work
Article 9: Additional work
Article 10: Retention of title
Article 11: Payment
Article 12: Collection costs
Article 13: Force Majeure
Article 14: Complaints and returns
Article 15: Warranty
Article 16: Liability
Article 17: Termination of the agreement
Article 18: Currency
Article 19: Dispute resolution, applicable law
Article 20: Weight differences
Article 21: Security
Article 22: Differing provisions for consumers
Article 23: Differences of opinion
ARTICLE 1: APPLICABILITY OF THESE TERMS AND CONDITIONS
These conditions apply to every offer and every contract between Kuil Engineering B.V. hereinafter referred to as "the supplier" and a client to which the supplier has declared these conditions applicable, to the extent that these conditions have not been expressly deviated from by the parties.
The term "client" in these terms and conditions shall include "buyer" or "purchaser.
The term quotation in these general terms and conditions shall include quotations and/or offers included in the supplier's price lists, circulars, order confirmations, letters, etc.
ARTICLE 2: TENDERS
Offers made by the supplier shall be without obligation unless they contain a deadline for acceptance. If an offer contains an offer without obligation and it is accepted by the client, the supplier has the right to revoke the offer within two working days of receiving the acceptance.
The prices stated in an offer are exclusive of V.A.T., unless otherwise indicated.
All quotations are based on execution under normal conditions and during the supplier's normal working hours.
Employees and/or representatives and/or agents of the supplier do not possess authority to enter into agreements unless the contrary is confirmed to the client in writing by the supplier's management.
Each order from a client with whom the supplier has not previously done business is always accepted under the suspensive condition that the information obtained sufficiently demonstrates the client's creditworthiness.
An order to supply or perform certain services, including the acceptance of an offer, shall be made in writing, simultaneously enclosing sufficient information and documentation to enable the supplier to start and properly complete the execution of the order. Such information shall include specific quality requirements of the principal, such as an application of the products intended by the principal of which the supplier is not reasonably aware of the quality requirements. If such information has not been provided to the supplier, the soundness of the products as regards these requirements shall be at the principal's risk.
Samples etc. provided by the client are subject to product changes and are therefore not binding.
ARTICLE 3: DELIVERY AND DELIVERY TIME
Unless otherwise agreed, delivery shall be ex factory/warehouse of the Supplier.
The client is obliged to take delivery of the purchased goods at the time they are made available to him according to the agreement, or at the time they are delivered to him. If the client refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at the client's risk. The client shall in that case owe all additional costs, including in any case storage costs.
An agreed delivery time is not a deadline, unless expressly agreed otherwise. In the event of late delivery, the Client must therefore give the Supplier written notice of default.
The period within which the item must be delivered or the performance must be carried out shall not commence until the agreement has been concluded, all information necessary for performance is in the possession of the supplier and the principal has otherwise fulfilled his obligations up to that time.
ARTICLE 4: PRICE, PRICE INCREASE
All prices quoted by the supplier are based on cost prices in effect at the time of quotation.
If the supplier agrees a certain price with the client, the supplier shall nevertheless be entitled to increase the price: in doing so, the supplier may charge the price valid at the time of delivery according to its price list valid at that time. If the price increase exceeds 10%, the client shall be entitled to dissolve the agreement by means of a written statement. The dissolution must take place immediately after the client has become aware of the price increase.
Costs for packing and packaging will be charged separately, unless otherwise agreed in writing.
ARTICLE 5: PACKAGING
The delivery of gases takes place in bottles, cylinders, tanks, containers, transport tanks, non-pressurized drums and aerosols, all to be referred to as packaging. Packaging includes the forms of packaging mentioned in the regulations on the transport of dangerous goods, as well as other forms of packaging, such as crates and dry ice boxes.
The packaging is the property of the supplier or a third party.
The client undertakes not to alienate or encumber this packaging or in any other way cede its use to third parties.
When returning packaging, the buyer is obliged to enclose a transport document.
For the use of packaging belonging to the supplier, the supplier shall charge a user fee either in advance or afterwards, according to rates to be determined by the supplier, according to the applicable rental system.
The principal irrevocably authorizes the supplier to enter the company premises, factories, company buildings and the like, by whatever name, in order to inspect the packaging belonging to the supplier, with regard to both the number and the manner of use.
If the supplier's records show that packaging belonging to the supplier has not been returned to the supplier (on time), the principal shall owe the price of new similar packaging as compensation.
In the case of packaging provided with an inspection date, the contents must be consumed before that designated date and the packaging must be returned to the supplier. Costs arising from failure to return packaging on time in connection with the inspection date and the supplier's obligations with respect to the Hazardous Substances Act shall be borne by the principal.
The risk of damage to, contamination of or loss of packaging shall be borne by the principal from the time it leaves a workshop or depot of the supplier for delivery to the principal until the time it is returned to a workshop or depot of the supplier, regardless of the cause of the damage or loss.
In case of loss, the client shall owe compensation equal to the replacement value.
The client is liable for all direct and indirect damages caused by or in connection with the return of the packaging.
If the packaging causes damage to the supplier or to third parties after being returned, the provisions of the previous paragraph of this agreement shall apply, unless the principal proves, or makes it plausible through information to be provided, that he has returned the packaging to the supplier properly, in good condition and in accordance with all relevant laws and contractual provisions.
If a client suspects or can reasonably suspect that the packaging after delivery to him as a result of any incident has been or may have been contaminated internally by a foreign substance - including (sea) water - he shall notify the supplier immediately and in any case within 48 hours verbally, by telephone, by e-mail or by fax, under the obligation to send a written confirmation by letter to the supplier within the same period.
The same applies if the packaging has been exposed to a strong heat radiation, such as in case of fire, or to any other circumstance or influence, of which the buyer suspects or could reasonably have suspected, that this circumstance or influence may in any way have had, directly or indirectly, any harmful effect on the packaging.
The client is obliged, insofar as it is in its power, to check the contents of the packaging immediately upon receipt, at least before putting it into use.
The principal shall regard all government regulations, including those relating to (transport of) hazardous substances, goods under pressure and the like, to be complied with and shall indemnify the supplier against all consequences of a civil and public law nature that may arise as a result of non-compliance with one or more such government regulations.
ARTICLE 6: FILLING OR HAVING CYLINDERS AND/OR EXCHANGE CONTAINERS FILLED
Filling or having filled a cylinder and/or swap container belonging to the Supplier other than at a location designated by the Supplier is not permitted.
ARTICLE 7: IMAGES, DRAWINGS, CALCULATIONS, ETC.
The drawings, calculations, descriptions, models, tools, etc. made or provided by the supplier shall remain and be his property, even if costs have been charged for them. The customer guarantees that these data and/or subjects manufactured or provided by the supplier will not be copied, shown to third parties, made known or used without the supplier's express permission. Illustrations, drawings, data concerning quantities, measurements, weights, colors, etc. are only approximate and shall not be binding on the supplier, unless expressly referred to in the contract. Drawings provided must always be checked by the principal.
ARTICLE 8: PERFORMANCE OF WORK
The principal undertakes to ensure that the work not included in the work assigned to the supplier is not delayed as far as the requirement for the work is concerned. The principal shall ensure that sufficient storage, work and canteen space, as well as the necessary electricity and water are available on site free of charge and that all legally stipulated and necessary safety measures and other precautions are taken and maintained in consultation with the supplier. For the vertical transport of materials and tools, the supplier shall be permitted to use winches and construction elevators present at the work, free of charge. All additional costs arising from failure to perform the above obligations, or failure to perform them on time or properly, shall be borne by the principal.
ARTICLE 9: ADDITIONAL WORK
Changes to contracted work, which entail additional costs, shall be charged by the supplier to the principal as additional work. Additional work shall in any case be deemed to be everything that is performed by the supplier at the principal's request and on the principal's instructions or in the event of amended instructions in addition to the work arising from the contract. Section 7a: 1640 of the Dutch Civil Code shall not apply in this case.
ARTICLE 10: RETENTION OF TITLE
The goods delivered by the supplier remain the property of the supplier until the client has fulfilled all the following obligations from all agreements concluded with the supplier in this regard:
Goods delivered by the supplier, which by virtue of paragraph 1 are subject to retention of title, may only be resold in the context of normal business operations. Furthermore, the client is not authorized to pledge the goods or to establish any other right on them.
If the principal fails to meet his obligations or if there is a well-founded fear that he will not do so, the supplier shall be entitled to remove or have removed from the principal or from third parties holding the goods for the principal the delivered goods to which the retention of title referred to in paragraph 1 applies. The principal shall be obliged to provide all cooperation in this under penalty of a daily fine of 10% of the amount he owes.
If third parties wish to establish or assert any right to the goods delivered under retention of title, the client is obliged to inform the supplier as soon as can reasonably be expected.
The client undertakes at the supplier's first request:
ARTICLE 1: APPLICABILITY OF THESE TERMS AND CONDITIONS
These conditions apply to every offer and every contract between Kuil Engineering B.V. hereinafter referred to as "the supplier" and a client to which the supplier has declared these conditions applicable, to the extent that these conditions have not been expressly deviated from by the parties.
The term "client" in these terms and conditions shall include "buyer" or "purchaser.
The term quotation in these general terms and conditions shall include quotations and/or offers included in the supplier's price lists, circulars, order confirmations, letters, etc.
ARTICLE 2: TENDERS
Offers made by the supplier shall be without obligation unless they contain a deadline for acceptance. If an offer contains an offer without obligation and it is accepted by the client, the supplier has the right to revoke the offer within two working days of receiving the acceptance.
The prices stated in an offer are exclusive of V.A.T., unless otherwise indicated.
All quotations are based on execution under normal conditions and during the supplier's normal working hours.
Employees and/or representatives and/or agents of the supplier do not possess authority to enter into agreements unless the contrary is confirmed to the client in writing by the supplier's management.
Each order from a client with whom the supplier has not previously done business is always accepted under the suspensive condition that the information obtained sufficiently demonstrates the client's creditworthiness.
An order to supply or perform certain services, including the acceptance of an offer, shall be made in writing, simultaneously enclosing sufficient information and documentation to enable the supplier to start and properly complete the execution of the order. Such information shall include specific quality requirements of the principal, such as an application of the products intended by the principal of which the supplier is not reasonably aware of the quality requirements. If such information has not been provided to the supplier, the soundness of the products as regards these requirements shall be at the principal's risk.
Samples etc. provided by the client are subject to product changes and are therefore not binding.
ARTICLE 3: DELIVERY AND DELIVERY TIME
Unless otherwise agreed, delivery shall be ex factory/warehouse of the Supplier.
The client is obliged to take delivery of the purchased goods at the time they are made available to him according to the agreement, or at the time they are delivered to him. If the client refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at the client's risk. The client shall in that case owe all additional costs, including in any case storage costs.
An agreed delivery time is not a deadline, unless expressly agreed otherwise. In the event of late delivery, the Client must therefore give the Supplier written notice of default.
The period within which the item must be delivered or the performance must be carried out shall not commence until the agreement has been concluded, all information necessary for performance is in the possession of the supplier and the principal has otherwise fulfilled his obligations up to that time.
ARTICLE 4: PRICE, PRICE INCREASE
All prices quoted by the supplier are based on cost prices in effect at the time of quotation.
If the supplier agrees a certain price with the client, the supplier shall nevertheless be entitled to increase the price: in doing so, the supplier may charge the price valid at the time of delivery according to its price list valid at that time. If the price increase exceeds 10%, the client shall be entitled to dissolve the agreement by means of a written statement. The dissolution must take place immediately after the client has become aware of the price increase.
Costs for packing and packaging will be charged separately, unless otherwise agreed in writing.
ARTICLE 5: PACKAGING
The delivery of gases takes place in bottles, cylinders, tanks, containers, transport tanks, non-pressurized drums and aerosols, all to be referred to as packaging. Packaging includes the forms of packaging mentioned in the regulations on the transport of dangerous goods, as well as other forms of packaging, such as crates and dry ice boxes.
The packaging is the property of the supplier or a third party.
The client undertakes not to alienate or encumber this packaging or in any other way cede its use to third parties.
When returning packaging, the buyer is obliged to enclose a transport document.
For the use of packaging belonging to the supplier, the supplier shall charge a user fee either in advance or afterwards, according to rates to be determined by the supplier, according to the applicable rental system.
The principal irrevocably authorizes the supplier to enter the company premises, factories, company buildings and the like, by whatever name, in order to inspect the packaging belonging to the supplier, with regard to both the number and the manner of use.
If the supplier's records show that packaging belonging to the supplier has not been returned to the supplier (on time), the principal shall owe the price of new similar packaging as compensation.
In the case of packaging provided with an inspection date, the contents must be consumed before that designated date and the packaging must be returned to the supplier. Costs arising from failure to return packaging on time in connection with the inspection date and the supplier's obligations with respect to the Hazardous Substances Act shall be borne by the principal.
The risk of damage to, contamination of or loss of packaging shall be borne by the principal from the time it leaves a workshop or depot of the supplier for delivery to the principal until the time it is returned to a workshop or depot of the supplier, regardless of the cause of the damage or loss.
In case of loss, the client shall owe compensation equal to the replacement value.
The client is liable for all direct and indirect damages caused by or in connection with the return of the packaging.
If the packaging causes damage to the supplier or to third parties after being returned, the provisions of the previous paragraph of this agreement shall apply, unless the principal proves, or makes it plausible through information to be provided, that he has returned the packaging to the supplier properly, in good condition and in accordance with all relevant laws and contractual provisions.
If a client suspects or can reasonably suspect that the packaging after delivery to him as a result of any incident has been or may have been contaminated internally by a foreign substance - including (sea) water - he shall notify the supplier immediately and in any case within 48 hours verbally, by telephone, by e-mail or by fax, under the obligation to send a written confirmation by letter to the supplier within the same period.
The same applies if the packaging has been exposed to a strong heat radiation, such as in case of fire, or to any other circumstance or influence, of which the buyer suspects or could reasonably have suspected, that this circumstance or influence may in any way have had, directly or indirectly, any harmful effect on the packaging.
The client is obliged, insofar as it is in its power, to check the contents of the packaging immediately upon receipt, at least before putting it into use.
The principal shall regard all government regulations, including those relating to (transport of) hazardous substances, goods under pressure and the like, to be complied with and shall indemnify the supplier against all consequences of a civil and public law nature that may arise as a result of non-compliance with one or more such government regulations.
ARTICLE 6: FILLING OR HAVING CYLINDERS AND/OR EXCHANGE CONTAINERS FILLED
Filling or having filled a cylinder and/or swap container belonging to the Supplier other than at a location designated by the Supplier is not permitted.
ARTICLE 7: IMAGES, DRAWINGS, CALCULATIONS, ETC.
The drawings, calculations, descriptions, models, tools, etc. made or provided by the supplier shall remain and be his property, even if costs have been charged for them. The customer guarantees that these data and/or subjects manufactured or provided by the supplier will not be copied, shown to third parties, made known or used without the supplier's express permission. Illustrations, drawings, data concerning quantities, measurements, weights, colors, etc. are only approximate and shall not be binding on the supplier, unless expressly referred to in the contract. Drawings provided must always be checked by the principal.
ARTICLE 8: PERFORMANCE OF WORK
The principal undertakes to ensure that the work not included in the work assigned to the supplier is not delayed as far as the requirement for the work is concerned. The principal shall ensure that sufficient storage, work and canteen space, as well as the necessary electricity and water are available on site free of charge and that all legally stipulated and necessary safety measures and other precautions are taken and maintained in consultation with the supplier. For the vertical transport of materials and tools, the supplier shall be permitted to use winches and construction elevators present at the work, free of charge. All additional costs arising from failure to perform the above obligations, or failure to perform them on time or properly, shall be borne by the principal.
ARTICLE 9: ADDITIONAL WORK
Changes to contracted work, which entail additional costs, shall be charged by the supplier to the principal as additional work. Additional work shall in any case be deemed to be everything that is performed by the supplier at the principal's request and on the principal's instructions or in the event of amended instructions in addition to the work arising from the contract. Section 7a: 1640 of the Dutch Civil Code shall not apply in this case.
ARTICLE 10: RETENTION OF TITLE
The goods delivered by the supplier remain the property of the supplier until the client has fulfilled all the following obligations from all agreements concluded with the supplier in this regard:
- The consideration(s) relating to the item(s) delivered or to be delivered itself;
- The consideration(s) with respect to services performed or to be performed by the supplier under the agreement(s);
- Any claims for breach of contract(s) by the client.
Goods delivered by the supplier, which by virtue of paragraph 1 are subject to retention of title, may only be resold in the context of normal business operations. Furthermore, the client is not authorized to pledge the goods or to establish any other right on them.
If the principal fails to meet his obligations or if there is a well-founded fear that he will not do so, the supplier shall be entitled to remove or have removed from the principal or from third parties holding the goods for the principal the delivered goods to which the retention of title referred to in paragraph 1 applies. The principal shall be obliged to provide all cooperation in this under penalty of a daily fine of 10% of the amount he owes.
If third parties wish to establish or assert any right to the goods delivered under retention of title, the client is obliged to inform the supplier as soon as can reasonably be expected.
The client undertakes at the supplier's first request:
- To insure and keep insured the goods delivered under retention of title against fire, explosion, and water damage and against theft, and to make the policy of this insurance available for inspection;
- To pledge to the supplier all claims of the client against insurers regarding the goods delivered under retention of title in the manner prescribed in article 3:239BW;
- To pledge to the supplier the claims that the client acquires against his buyers when reselling goods delivered by the supplier under retention of title in the manner prescribed in article 3:239BW;
- Mark the items delivered under retention of title as the property of the supplier;
- To otherwise cooperate with all reasonable measures which the supplier wishes to take to protect its property rights in respect of the goods and which do not unreasonably interfere with the client in the normal conduct of its business.
ARTIKEL 11: BETALING
Betaling dient contant te geschieden bij aflevering van zaken of na het verrichten van diensten, voor zover het leveranties of diensten betreffen tot een netto factuurbedrag van € 100,-. Indien schriftelijk door de leverancier van contante betaling wordt afgeweken dient betaling te geschieden binnen 30 dagen na factuurdatum door middel van een wettig betaalmiddel ten kantore van de leverancier of door overschrijving van het verschuldigde bedrag op het bankrekeningnummer van de leverancier. Na het verstrijken van 30 dagen na de factuurdatum zonder dat betaling heeft plaatsgevonden is de opdrachtgever in verzuim; de opdrachtgever is vanaf het moment van in verzuim treden over het opeisbare bedrag een rente verschuldigd gelijk aan de wettelijke rente plus 2%. Leveranties tot een netto factuurbedrag van € 250,- worden ongefrankeerd geleverd, tenzij schriftelijk anders overeengekomen. Expresseverzending van goederen geschiedt ongefrankeerd. Indien het netto factuurbedrag minder dan € 100,- bedraagt, wordt een toeslag van € 15,- berekend voor administratie- en behandelingskosten.
In geval van liquidatie, faillissement of surséance van betaling van de opdrachtgever zullen de verplichtingen van de opdrachtgever onmiddellijk opeisbaar zijn.
De opdrachtgever kan zich alleen dan op verrekening beroepen indien zijn vordering door de leverancier schriftelijk wordt erkend. Van iedere verdere verrekingsbevoegdheid wordt bij deze door de opdrachtgever uitdrukkelijk afstand gedaan.
Door de opdrachtgever gedane betalingen strekken steeds ter afdoening in de eerste plaats op alle verschuldigde rente en kosten, in de tweede plaats van opeisbare facturen die het langst openstaan, zelfs al vermeldt opdrachtgever dat de voldoening betrekking heeft op een latere factuur.
De leverancier is gerechtigd alvorens met de nakoming van de overeenkomst aan te vangen of voort te gaan voldoende zekerheid voor de nakoming van verplichtingen van de opdrachtgever te vragen.
Indien de opdrachtgever in gebreke is met de nakoming van zijn betalingsverplichtingen is de leverancier gerechtigd de uitvoering van de overeenkomst op te schorten. Indien een levertijd is overeengekomen wordt deze verlengd met de termijn van de opschorting.
ARTIKEL 12: INCASSOKOSTEN
Is de opdrachtgever in gebreke of in verzuim met het nakomen van één of meer van zijn verplichtingen, dan komen alle redelijke kosten ter verkrijging van voldoening buiten rechte voor rekening van de opdrachtgever. De leverancier is gerechtigd tenminste aan de opdrachtgever in rekening te brengen de incassokosten ingevolge het incassotarief van de Nederlandse Orde van Advocaten. Indien de leverancier aantoont hogere kosten te hebben gemaakt, welke redelijkerwijs noodzakelijk waren, komen ook deze voor vergoeding in aanmerking.
ARTIKEL 13: OVERMACHT
Tekortkomingen van de leverancier in de uitvoering van de overeenkomst kunnen niet aan hem worden toegerekend indien zij niet te wijten zijn aan zijn schuld, noch krachtens de wet, de overeenkomst of in het verkeer geldende opvatting voor zijn rekening komen.
Onder overmacht wordt in ieder geval verstaan: elke van wil van de leverancier onafhankelijke omstandigheid die nakoming van de overeenkomst tijdelijk of blijvend verhindert, alsmede voorzover daaronder niet reeds begrepen, oorlog, oorlogsgevaar, oproer, natuurrampen, werkstaking, werklieden uitsluiting, transportmoeilijkheden, brand en/of nadere ernstige storingen in het bedrijf van de leverancier of diens leveranciers.
Indien de prestatie door overmacht langer dan één maand wordt vertraagd is iedere partij, onder uitsluiting van verdere rechten, bevoegd de overeenkomst te ontbinden volgens de wet, zonder dat de leverancier tot enige vergoeding van schade, door de opdrachtgever of derden gelden, gehouden zal zijn.
De leverancier heeft ook het recht zich op overmacht te beroepen indien de omstandigheid die (verdere) nakoming verhindert intreedt nadat de leverancier haar verbintenis had moeten nakomen.
Indien de leverancier bij het intreden van de overmacht al of gedeeltelijk aan haar verplichtingen kan voldoen, is zij gerechtigd het reeds geleverde c.q. het leverbare deel afzonderlijk te factureren en is de opdrachtgever gehouden deze factuur te voldoen als betrof het een afzonderlijk contract. Dit geldt echter niet als het reeds geleverde c.q. leverbare deel geen zelfstandige waarde heeft.
ARTIKEL 14: RECLAMES EN RETOURNEREN
Indien het werk naar het oordeel van de opdrachtgever niet juist is uitgevoerd en/of indien er door de leverancier beschadigingen aan het werk zijn aangebracht dient de opdrachtgever binnen 8 dagen nadat hij het gebrek heeft ontdekt of redelijkerwijs had behoren te ontdekken, dit schriftelijk aan de leverancier te melden, bij gebreke waarvan de opdrachtgever hierop geen beroep meer kan doen. Het gestelde in de vorige zin geldt eveneens voor reclames met betrekking tot de door de leverancier geleverde zaken.
Should you wish to return an order, please contact us first. To do so, please send an e-mail to retour@kuilnicos.nl. In your email, please include your order number, order details and reason for return.
We will review your request, after which we will send you a return form that you can fill out and include with your shipment. Return shipping costs of a return are for the customer.
Returns will be accepted only if they:
- Have been approved in writing in advance;
- Have been notified within 14 days of shipping date;
- The order value exceeds €75 excluding VAT;
- The item is a standard stock item;
- The item is unused and undamaged;
- The return form is filled out completely and correctly.
After your return has been processed with us, you will receive the amount due in your account within 14 days.
ARTICLE 15: WARRANTY
The warranty provisions as stated in the quotation apply to the goods delivered by the supplier to work performed.
Furthermore, a warranty is only provided under the warranty conditions applicable by the producer of the delivered products. The supplier shall not independently assume the warranty obligations arising therefrom, but shall only be obliged to assist the client in invoking the client's rights against the manufacturer.
ARTICLE 16: LIABILITY
The Supplier shall be liable to the Client exclusively in the following manner:
For damages resulting from a defect in the delivered goods, the Supplier shall only be liable to the extent that it is insured against this, or should have been insured in view of the practices prevailing in the industry, up to a maximum of the amount of the insurance payment.
Furthermore, the supplier's liability shall be limited to the damage suffered by the principal that is the direct and exclusive result of the supplier's fault. Such damage shall only qualify for compensation if the supplier is insured against it, or should reasonably have been insured against it, given the customary practice in the industry, up to a maximum of the amount of the insurance payment.
The supplier is liable if damages are caused by intent or gross negligence of the supplier or its executive subordinates.
The damage to be compensated by the supplier will be mitigated if the price to be paid by the client is disproportionate to the damage suffered by the client.
The principal shall indemnify the supplier against possible third-party claims in respect of which the supplier would not be liable to the principal under the provisions of these terms and conditions.
ARTICLE 17: TERMINATION OF THE AGREEMENT
The supplier's claims against the client are immediately due and payable in the following cases:
- If after the conclusion of the agreement circumstances come to the supplier's knowledge that give the supplier good reason to fear that the client will not fulfill his obligations;
- If at the conclusion of the agreement the supplier has asked the client to provide security for performance and this security is not provided or is insufficient;
- If the principal's bankruptcy is filed for, suspension of payment is granted against him, his company is shut down, or liquidated, or transferred in whole or in part. In the cases mentioned, the supplier is authorized to suspend the further execution of the agreement, or to proceed to dissolve the agreement, all this without prejudice to the right of the supplier to claim damages;
- If circumstances arise with regard to persons and/or material which the supplier uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement becomes impossible or so difficult and/or disproportionately costly that compliance with the agreement can no longer reasonably be required, the supplier is authorized to dissolve the agreement.
If payment is to be made in a currency other than Dutch, in the event of late payment the principal shall also be obliged to compensate the supplier for the disadvantageous difference between the equivalent value of the purchase price in euros as this payment would have been on the contractual due date and the equivalent value as it was at the time of actual payment, all this calculated on the basis of the official exchange rate of the currency in question at the Dutch Bank.
ARTICLE 19: DISPUTE RESOLUTION, APPLICABLE LAW
Notwithstanding the legal rules on the competence of the civil court, any dispute between the supplier and the commissioning party shall, in the event that the Court is competent, be settled by the Court in the district where the supplier is located. However, the supplier remains authorized to sue the client before the court that is competent according to the law or the applicable international treaty.
Any agreement between the supplier and the client shall be governed by Dutch law.
ARTICLE 20: WEIGHT DIFFERENCES
The records of the supplier shall be decisive in determining the quantity of gas purchased by the customer from the supplier.
ARTICLE 21: SAFETY
The principal shall be obliged to take all necessary safety measures in the storage and safekeeping as well as in the use and/or consumption of the gases supplied by the supplier. The principal shall therefore also read the supplier's safety data sheets relating to gases to be purchased or delivered. The Commissioning Party shall also ensure that the information contained in such sheets is made available to the direct or indirect actual users. At the principal's request, the supplier shall be obliged to send these sheets to the principal as soon as possible.
ARTICLE 22: DEVIATING PROVISIONS FOR CONSUMERS
If the client is a consumer (other party who is a natural person and not acting in the exercise of a business or profession), the provisions of article 2 paragraph 4, 3 paragraph 2, 11 paragraph 3, 13 and 17 of these general terms and conditions do not apply, in deviation from the above. Furthermore, following an article 4 paragraph 2, if the client is a consumer, the client may dissolve the agreement in accordance with the provisions of article 4 paragraph 2, regardless of the percentage of the price increase, if the price increase takes place during the first three months after the conclusion of the agreement. Subsequent to the provisions of article 22 paragraph 1, the client, if he is a consumer, has the right, during one month after the supplier has invoked this provision in writing, to opt for settlement of the dispute by the civil court competent according to the law or the applicable international treaty.
ARTICLE 23
In case of disagreement regarding the text of these general terms and conditions, only the Dutch text shall be considered binding.