Vertaz general terms and conditions

GENERAL TERMS AND CONDITIONS OF VERTAZ (trade organization for technical trade) VERSION APRIL 2023

1. General
a. These general terms and conditions ("General Terms and Conditions") are part of every quotation issued by a member of Vertaz (the "Vertaz member") and of every agreement under which the Vertaz member delivers goods and/or performs work (including assignment and contracting of work). These General Terms and Conditions also apply to all agreements with the Vertaz member that are concluded electronically.
b. Different conditions only form part of the agreement if and insofar as the Vertaz member and the other party expressly agree this in writing.
c. The general terms and conditions of the other party, under whatever name, do not apply and are hereby expressly rejected.
d. In the event of a conflict between the provisions of the agreement and the General Terms and Conditions, the provisions of the agreement shall prevail.

2. Privacy/GDPR
Vertaz members do everything they can to guarantee privacy and therefore handle personal data with care. Vertaz members comply in all cases with applicable laws and regulations, including the General Data Protection Regulation.

3. Quotation
a. All quotations from the Vertaz member are without obligation.
b. The quotation loses its validity if it has not been accepted unconditionally in writing by the other party within 14 days of the date, unless otherwise agreed
c. Every quotation is based on the information provided by the other party. The other party guarantees the accuracy and completeness of this information.
d. If the other party does not accept the quotation, the Vertaz member has the right to charge all costs associated with the quotation to the other party.

4. Conclusion of agreement
a. The agreement is only concluded by written confirmation from the Vertaz member or, if the agreement is concluded electronically, by electronic or written confirmation from the Vertaz member.
b. The confirmations referred to under a. are deemed to fully reflect the agreement with the other party.
c. If the agreement is entered into between a Vertaz member and an other party acting in the exercise of a profession or business, the provisions of Article 6:227b paragraph 1 of the Dutch Civil Code (information obligations) as well as the provisions of Article 6:227c of the Dutch Civil Code (establishment of an agreement) will not apply. apply.

5. Execution of the agreement
a. The Vertaz member may have the agreement executed in whole or in part by third parties if he deems this desirable. The Vertaz member guarantees the proper execution of the agreement by these third parties.
b. The other party guarantees that all data and information that are useful and necessary for the proper execution of the agreement have been and will be provided to the Vertaz member in a timely manner, and that this data and information is correct and complete. If the Vertaz member discovers inaccuracies in the assignment provided by a natural person who is not acting in the exercise of a profession or business, the Vertaz member is only liable towards a natural person who is not acting in the exercise of a profession or business , obliged to warn this other party in writing.
c. The other party ensures that the Vertaz member can carry out his work undisturbed, in a safe and healthy environment, and at the agreed time and that he has access to the necessary facilities when carrying out his work.
d. The other party is liable for all damage, including as a result of loss and theft, to items of the Vertaz member, such as tools and materials intended for the work, that are located at the location where the work is carried out or at another agreed location. place.
e. When the other party fulfills its obligations as referred to in this article under b. and c. fails to comply, or the case referred to in article d. occurs, and this causes a delay in the execution of the work, the work will be carried out as soon as the other party still meets these obligations, or replaces the lost or stolen items of the Vertaz member, and the planning of the Vertaz member allows this allows. The other party is liable for all damage to the Vertaz member resulting from the delay.
f. In all cases, the other party must ensure that the consents, exemptions and/or permits required for the execution of the agreement are obtained. The costs associated with these permissions, exemptions and/or permits will be borne by the other party. The other party is liable for all damage resulting from the lack of the required permissions, exemptions and/or permits.

6. Intellectual property rights
a. The Vertaz member retains all intellectual property rights to the offers made by him, designs provided, images, drawings, samples, (test) models, software and the like.
b. The rights to the data and objects referred to in this article under a. remain the property of the Vertaz member, regardless of whether the other party has been charged for their production. This data may not be copied, used or shown to third parties without the express written permission of the Vertaz member. The other party owes the Vertaz member a fine of € 10,000 for each violation of this provision. This fine can be claimed in addition to compensation under the law.
c. The other party must return the data and objects provided to it as referred to in this article under a. upon first request within the reasonable period set by the Vertaz member in an undamaged condition, carriage paid. If this provision is violated, the other party is liable to pay a fine of € 1,000 per day. This fine can be claimed in addition to compensation under the law.

7. Communication
a. All communication between the Vertaz member and the other party can take place electronically, unless the law provides otherwise.
b. If the General Terms and Conditions or the agreement stipulate that a statement must be made in writing, this can also be done electronically, provided the electronic message is printable.
c. The other party is responsible for storing and/or printing electronic communications. The version of the electronic communication stored by the Vertaz member serves as proof thereof, unless the other party provides proof to the contrary.
d. Unless proven otherwise, electronic communications are deemed to have been received on the day of sending. If electronic communication is not received as a result of ICT problems of the other party, this will be at the expense and risk of the other party.

8. Advice, designs and materials
a. The other party cannot derive any rights from advice and information from the Vertaz member that are not expressly part of the agreement.
b. The costs of or related to the data and objects referred to in Article 6 sub a. of these General Terms and Conditions can be charged to the other party.
c. The other party is responsible for drawings, calculations and designs made by or on behalf of it, as well as for the functional suitability of materials prescribed or supplied by it.
d. The other party indemnifies the Vertaz member against any claim from third parties with regard to drawings, calculations, designs, materials and the like provided by or on behalf of the other party.

9. Prices
a. The prices are exclusive of:
(1) sales tax and other levies imposed by the government;
(2) costs of packaging;
(3) travel time, travel, parking and accommodation costs;
(4) costs to prevent or limit damage to items present during the performance of work. The Vertaz member has the right to charge these costs separately to the other party.
b. The prices are based on execution of the agreement within the country where the Vertaz member is located and during normal working hours, which is understood to mean Monday to Friday between 8:00 AM and 6:00 PM, with a maximum of eight hours per day.
c. If cost-determining factors increase in price after the conclusion of the agreement, the Vertaz member is entitled to pass on this price increase to the other party, provided that the execution of the agreement has not yet been fully completed at the time of the price increase. The other party is obliged to pay the price increase simultaneously with payment of the principal sum or the next agreed payment term.
d. In the event of a change or addition to the agreement at the request of the other party, the Vertaz member may increase the price according to its usual rates. The Vertaz member is never obliged to comply with such a request and may require that a separate written agreement be concluded for this purpose.
e. If there is additional work, the Vertaz member has the right to increase the price. Additional work is calculated on the basis of the price-determining factors that apply at the time the additional work is agreed or arises and the other party understands or should have understood that this additional work will lead to (additional) costs for it. Additional work that is reported in writing and not rejected in writing within three working days and subsequently carried out will be borne by the client. Changes to the work will in any case result in additional work if there is a change in the design, specifications or specifications or if information provided by the other party does not correspond to reality.

10. Payment terms
a. If no payment term is stated on the invoice, invoices must be paid by the other party to the Vertaz member no later than 30 days after the date of the invoice, or within another payment term agreed in writing between the other party and the Vertaz member. are paid into an account designated by the Vertaz member. The payment terms are strict deadlines. The Vertaz member is entitled to invoice the other party in the interim by means of partial invoices.
b. The amount stated on the invoice may be increased by a credit restriction surcharge to be determined by the Vertaz member. This surcharge will only be payable by the other party if payment is made after the due date of the invoice.
c. The other party is obliged, at the first request of the Vertaz member, to provide sufficient security in the Vertaz member's opinion for the payment of the amount due under the agreement. If this request is not met or not complied with on time, the Vertaz member is entitled to suspend delivery or terminate the agreement and recover damages from the other party.
d. Everything that the Vertaz member can claim from the other party under any agreement is immediately due and payable if:
(1) a payment term has been exceeded;
(2) goods or claims of the other party are seized;
(3) if the other party is a company, the other party is dissolved, liquidated, has gone bankrupt or applies for a suspension of payments;
(4) if the other party is a natural person, the other party requests to be admitted to judicial debt restructuring, is placed under guardianship or dies.
e. If payment is not made within the agreed payment term, the other party immediately owes interest to the Vertaz member. The interest is 12% per year, but is only equal to the statutory interest for commercial transactions (Article 6:119a of the Dutch Civil Code) if this is higher. The other party also owes the Vertaz member all extrajudicial costs, the amount of which will amount to at least 15% of the total owed by the other party to the Vertaz member.
f. If the Vertaz member is successful in legal proceedings, all costs incurred in connection with these proceedings will be borne by the other party.
g. The other party's right to settle its claims against the Vertaz member is excluded.
h. The other party can provide the Vertaz member with authorization to collect amounts owed by the other party from the other party by direct debit. If the Vertaz member collects an amount from the other party using such a direct debit, the Vertaz member will inform the other party of this at least one (1) working day prior to carrying out the collection by means of a pre-notification. The prenotification can be communicated separately, as part of the invoice or in another manner to be determined by the Vertaz member.

11. Delivery time
a. The delivery time and/or implementation period is determined approximately by the Vertaz member. When determining the delivery time and/or implementation period, the Vertaz member bases itself on the circumstances known to him at that time. The estimated and stated delivery time and/or implementation period is never a strict deadline.
b. If there are circumstances other than those that were known to the Vertaz member when determining the delivery time and/or performance period, the Vertaz member may extend the delivery time and/or performance period by the time necessary to complete the agreement under this Agreement. circumstances. In that case, if the work cannot be fitted into the Vertaz member's schedule, it will be carried out as soon as his schedule allows this.
c. If there is additional work, the delivery time and/or implementation period will be extended by the time required to deliver the materials and parts for this and to carry out the additional work. If the additional work cannot be fitted into the Vertaz member's schedule, the work will be carried out as soon as his schedule allows this.
d. If there is a suspension of obligations by the Vertaz member, the delivery time and/or execution period will be extended by the duration of the suspension. If continuation of the work cannot be fitted into the Vertaz member's schedule, the work will be carried out as soon as his schedule allows this.
e. Any liability of the Vertaz member for exceeding the delivery time and/or implementation period is excluded.

12. Inspection
a. The other party has the right to inspect the goods before delivery. The inspection takes place at the expense and risk of the other party. The inspection costs borne by the other party include the costs that the Vertaz member must incur in connection with the inspection.
b. If inspection shows that (part of) the goods do not comply with the agreement, the other party is obliged to immediately inform the Vertaz member of this in writing, stating the reasons, and to give the Vertaz member the opportunity to still comply. failing which, the other party's right to rely on the result of the inspection against the Vertaz member lapses. The Vertaz member can extend the delivery time by the time necessary for fulfillment.

13. Delivery of goods
a. Unless the agreement has been concluded electronically, delivery will take place EX WORKS (ex factory/ex shop/ex business premises) in accordance with the lncoterms 2020. The risk of the goods passes at the time that it Vertaz member makes this available to the other party. The risk of loading and unloading rests with the other party.
b. If the agreement has been concluded electronically, delivery will take place EX WORKS (in accordance with lncoterms 2020). The risk of loading and unloading rests with the other party.
c. The other party accepts the delivered goods taking into account a margin of plus or minus 10% of the agreed number, meterage or weight of those goods.
d. If goods are delivered based on a sample or model, the sample or model serves as a reference for the average quality of the goods.
e. If the other party refuses to take delivery of the goods (in full) after the delivery period has expired or, if the agreement is concluded electronically, at the time of delivery, the Vertaz member is entitled: (1) to take delivery of the goods
for to store the account and risk of the other party, regardless of force majeure on the part of the other party and without prejudice to the other party's obligation to pay the agreed price;
(2) to terminate the agreement, without any obligation to pay compensation to the other party, whereby the other party will reimburse all costs and damage to the Vertaz member;
(3) to sell the goods if, in his opinion, further custody of the goods cannot be required of him.
f. If delivery on demand has been agreed in writing, the other party is obliged to accept the goods in accordance with the agreed on-call and delivery schedule. If a call-off and delivery schedule is missing, the other party must take delivery of all items within the stated period at the first request of the Vertaz member.
g. If delivery free of charge or on shore has been expressly agreed in writing, the Vertaz member is not obliged to transport the goods further than the point where the vehicle passes over a properly navigable terrain or the vessel along a properly navigable body of water, respectively. can come.
h. In all cases, the other party must ensure that the permissions, exemptions and/or permits required for the transport are obtained. The costs associated with these permissions, exemptions and/or permits will be borne by the other party. The other party is liable for all damage resulting from the lack of the required permissions, exemptions and/or permits.

14. Assembly
a. In the event of assembly, installation and repair work, the customer must make a loading and unloading location available, so that loading and unloading of tools and materials can take place directly at the workplace. In addition, the other party ensures that a free parking space is available for the company car within a radius of 75 meters from the workplace, whereby the other party ensures that the supply roads are suitable, that the supply and discharge roads are sufficiently wide and unobstructed. of obstacles and the other party is responsible for horizontal and vertical transport at or near the workplace. The other party also ensures that the floor/surface on which parts are to be installed is dry, clean and suitable for the execution of the assembly work and that the assembly work can be carried out on a flat surface made available by the other party. or on approved scaffolding, all at the discretion of the Vertaz member's technician.
b. The prices stated on the order confirmation are valid if the assembly work based on it can be carried out in such a way that full day production is possible. If this is not possible, the associated costs will result in an additional charge that (partly) depends on the number of productive hours and any additional travel, accommodation and parking costs. The installation work is prepared exclusively on the basis of the information provided in writing by the other party, including - but not limited to - drawings and specifications.
c. The other party ensures that the assembly work can be carried out by the Vertaz member immediately after working days and that the workplace is accessible to employees of the Vertaz member, failing which - regardless of the reason or cause - the Vertaz member will be liable for the resulting damages. will pass on any resulting and/or related costs to the other party at an additional cost. Furthermore, the other party ensures that (residual) waste and/or packaging materials can be deposited by the Vertaz member in containers made available by the other party, failing which the Vertaz member is entitled to dispose of the (residual) waste and/or packaging materials. or leaving the packaging materials at the workplace.
d. The other party provides and guarantees a safe workplace, the presence of all items required for the assembly work at the workplace and makes available to the Vertaz member free of charge: a 220V and 380V power installation and available utilities, sanitary facilities, purchasing facilities, construction lifts, ladders , (auxiliary) equipment, construction cranes, roof edge protection, safety nets, etc. At the request of the Vertaz member, the other party will provide a dry, lockable and covered storage space on the ground floor and/or on the relevant floor where the assembly work must be carried out, at a distance of no more than 25 meters from the workplace.
e. The other party is responsible for the execution of the necessary construction preparations, including - but not limited to - sparrings, carried out in accordance with the specifications issued by the Vertaz member, failing which the costs arising from the adjustments necessary for the installation work will be fully borne. come from the other party. If and insofar as the installation work cannot be carried out or cannot be carried out adequately as a result of, but not limited to, negligence on the part of the other party, or as a result of the actions and/or omissions of one or more third parties, the associated costs will be borne by of the other party.
f. Construction work, such as groundwork, masonry, carpentry, plumbing and electronic work, is not part of the installation, with the exception of work relating to electronic access security and hinges and locks.
g. Daily and/or weekly production is signed by the other party for approval on a receipt issued by the Vertaz member. The other party is responsible for all necessary construction facilities and the installation of electrical wiring. The installation work will commence after all necessary and required preparations and adjustments on the part of the other party have been carried out, as well as the obligations incumbent on the other party on the basis of these general terms and conditions. If and insofar as this has not been met or has not been sufficiently met and as a result the Vertaz member incurs additional hours and/or costs, these will be charged to the other party.
h. At the start, the starting situation is recorded and recorded in writing or digitally (for example via Edcontrols), to be signed by an authorized representative of the other party who will ensure that he is present (on time). Assembly work is delivered by the Vertaz member to the customer, which delivery is concluded by drawing up an inspection report, which is signed by an authorized representative of the other party and an authorized representative of the Vertaz member.

15. Completion of work
a. The work is considered completed when:
(1) the other party has approved the work;
(2) the work has been put into use by the other party. If the other party uses part of the work, that part will be deemed to have been completed;
(3) the Vertaz member has informed the other party in writing that the work has been completed and the other party has not indicated in writing within 14 days of that notification whether or not the work has been approved;
(4) the other party does not approve the work due to minor defects or missing parts that can be repaired or delivered within a reasonable period and that do not prevent the work from being put into use.

16. Packaging
a. The Vertaz member is entitled to charge the other party for packaging that can be used several times.
b. In the event of return of the packaging within 7 days by the other party, the amount invoiced in accordance with this article under a. will be credited to the other party.
c. The Vertaz member is not obliged to provide credit as in this article under b. intended, if the other party does not return the packaging on time or in good condition, this at the discretion of the Vertaz member.

17. Retention of title
a. The delivery of goods by the Vertaz member takes place under an extended retention of title. After delivery, the Vertaz member remains the owner of all goods delivered by him as long as all his current and future claims with regard to all deliveries of goods and related work, the amounts referred to in Article 10 sub b. and e. of these General Terms and Conditions, the collection costs and other costs and damages have not been paid in full.
b. As long as there is a retention of title on delivered goods, the other party may not encumber or dispose of them outside its normal business operations.
c. After the Vertaz member has invoked his retention of title, he may retrieve all items delivered by him. The other party allows the Vertaz member to enter the location where these items are located and will provide all necessary cooperation at its own expense for the return of items.
d. If the Vertaz member cannot invoke his retention of title because the delivered goods have been mixed, deformed or traced, the other party is obliged to pledge the newly formed goods to the Vertaz member.

18. Complaints
a. Complaints from the other party regarding defects in the agreed performance must be submitted to the Vertaz member in writing and with reasons, without delay and in any case within 14 days after delivery of the goods and/or completion of the work. .
b. Defects that cannot reasonably be observed within 14 days will be communicated to the Vertaz member in writing and with reasons immediately after detection, but no later than six months after delivery of the goods and/or completion of the work.
c. After the expiry of the time limit as referred to in this article under b., the other party can no longer rely on a defect in the agreed performance.
d. A complaint regarding a delivery will in any case not be honored if the Vertaz member is not given the opportunity to investigate such a complaint. At the request of the Vertaz member, the other party will return the items to which the complaint relates (or part thereof) in accordance with the provisions of Article 18 of these General Terms and Conditions. Until the Vertaz member's consent as referred to in Article 18 sub a. of these General Terms and Conditions is granted, the other party will retain possession of the items to which the complaint relates at its own expense and risk. A complaint regarding completed work will in any case not be honored if the Vertaz member has not been given the opportunity to investigate the complaint in a suitable manner.
e. If and to the extent that the Vertaz Member accepts a complaint regarding delivered goods pursuant to this article, he will, at his own option:
(1) repair the defect;
(2) replace the defective item;
(3) take back the item and credit the other party for the price of the item in question. In addition, the other party cannot claim any compensation. In the event of repair of the defect or replacement of the defective item, the provisions of Article 13 of the General Terms and Conditions apply again.
f. If and insofar as the Vertaz member accepts a complaint regarding completed work in accordance with this article, the other party is obliged to give the Vertaz member the opportunity to re-deliver the work. The provisions of Article 15 of the General Terms and Conditions will then apply again.
g. Submitting a complaint does not release the other party from its payment obligations towards the Vertaz member. The other party then also has no right to suspend.

19. Returns
a. Returns require the prior written permission of the Vertaz member.
b. A return shipment by the other party must always be made free of charge, stating the invoice number and the date of delivery.
c. By receiving goods returned by the other party, the Vertaz member does not acknowledge any shortcoming in compliance.

20. Guarantee
a. The Vertaz member guarantees the proper execution of the agreed performance for a period of twelve months after delivery.
b. The other party cannot rely on a warranty if:
(1) the defect, in whole or in part, is the result of unusual, improper, injudicious or careless use of a delivered item;
(2) the defect, in whole or in part, is the result of normal wear and tear or non-performed or incorrect maintenance;
(3) the defect, in whole or in part, is the result of installation, assembly, modification and/or repair by the other party or by third parties;
(4) the delivered item has been changed, adapted, used or processed;
(5) the delivered item has been transferred to a third party;
(6) the Vertaz member has obtained the delivered item in whole or in part from a third party and the Vertaz member cannot claim compensation from this third party under a guarantee;
(7) the Vertaz member has used raw materials and the like in the manufacture of the delivered item on the instructions of the other party;
(8) the defect is a relatively minor deviation in quality, finish, size, composition and the like, which is not unusual in the industry or if the defect could not have been prevented technically;
(9) the other party has not fulfilled all its obligations under the agreement towards the Vertaz member in a timely and correct manner.

21. Liability
a. Except to the extent that the other party demonstrates that damage is a direct result of intent or deliberate recklessness on the part of the Vertaz member's management, the Vertaz member is not liable to the other party, its personnel or third parties for any direct or indirect damage in connection with the agreement or its implementation. The other party indemnifies the Vertaz member against all liability towards third parties in this regard.
b. In all cases, the liability of the Vertaz member is limited to the amount of the payment under the applicable liability insurance. If the insurer of the Vertaz member does not pay out for any reason or if the relevant liability insurance does not provide coverage, the liability of the Vertaz member will in all cases be limited to: (1) the amount of the net agreed
price in the agreement to which the event causing the damage directly relates; or
(2) if partial deliveries have been agreed, the amount of the net agreed price of that part of the agreement to which the event causing the damage is most closely related.
c. In no event will the liability of the Vertaz member exceed € 15,000 per event or per series of events with the same cause.
d. The following are never eligible for compensation:
(1) business damage such as lost profit and stagnation damage;
(2) supervisory damage such as damage caused to other objects during the performance of the work.
e. Any legal claim by the other party against the Vertaz member shall be barred by the mere expiration of one year after the event giving rise to the claim.
f. The other party indemnifies the Vertaz member as well as its staff and assistants against all claims from third parties, regardless of the reason, which are in any way related to the agreement and its implementation. The Vertaz member will only be liable towards the other party if and insofar as the relevant liability under the applicable agreement and these General Terms and Conditions is at the expense and risk of the Vertaz member.
g. If the goods have not been produced by the Vertaz member, any liability of the Vertaz member towards the other party is in all cases limited to the amount for which the supplier of the Vertaz member will be liable towards the Vertaz member.
h. The other party indemnifies the Vertaz member against all claims from third parties due to product liability as a result of a defect in a product that was delivered by the other party to a third party and that (partly) consisted of products and/or materials supplied by the Vertaz member.

22. Force Majeure
In the event of force majeure, the Vertaz member is entitled to extend the agreed delivery time and/or implementation period by the duration of the force majeure or to terminate the agreement if it has not yet been fully implemented. This without any obligation to pay compensation for the Vertaz member arising from this.

23. Choice of law and forum
a. All agreements concluded with the Vertaz member are governed by Dutch law.
b. Applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG-Vienna, April 11, 1980) is excluded, as is any other international regulation from which exclusion is permitted.
c. All disputes arising from or related to these agreements will be submitted to the competent (civil) court of the Vertaz member's place of residence or place of business.
d. The parties can further agree that the dispute will be submitted to an arbitrator. Arbitration will at all times take place in accordance with the Regulations of the Arbitration Institute for Building Materials (AlBs), as those regulations apply at the time the dispute is submitted.

24. Conversion
If any provision of these General Terms and Conditions is null and void or is annulled, the other provisions of these General Terms and Conditions will remain fully in force and the Vertaz member and the other party will enter into consultation in order to draw up a new provision to replace the null and void provision. void provision, whereby the purpose and scope of the void or voided provision are taken into account as much as possible.