Industrial and Craft Services
1. General
1.1 In these Sales and Delivery Terms and Conditions, the following is understood:
- Contractor: The entrepreneur who applies these terms and who is a member of FNV Zelfstandige Bondgenoten.
- Client: The contractual counterparty of the independent entrepreneur.
1.2 These terms apply to all offers from the Contractor, to all agreements concluded by the Contractor, and to all agreements that may result from them.
1.3 The Contractor explicitly rejects the applicability of any general terms and conditions of the Client.
1.4 These terms may only be used by members of FNV Zelfstandige Bondgenoten.
2. Offer and Formation of Agreement
An agreement is concluded when the Contractor sends a written confirmation of the Client’s order or assignment.
All offers from the Contractor are without obligation.
If the Client provides the Contractor with data, drawings, etc., the Contractor may assume their correctness and will base the offer on them.
3. Price
The Contractor is entitled to increase the agreed price during the contract term if unforeseen cost-increasing circumstances occur after the agreement is concluded or after sending the offer.
Travel and accommodation costs, as well as all other costs and advances, are not included in the price.
Advice, Designs, and Materials
The Client may not derive any rights from advice provided by the Contractor that does not relate to the assignment.
The Client is responsible for calculations, designs, and drawings provided by or on behalf of them, as well as for the suitability of materials provided by or on behalf of them.
Intellectual Property
The Contractor retains all rights to plans, documents, images, drawings, software, and/or related information and know-how created by them, even if costs were charged or improvements were made after the sale, whether or not at the Client’s request.
These may not be copied, wholly or partly, without the Contractor’s written consent, except for internal use by the Client. They may not be shown to third parties, delivered, disclosed in any other way, used, or made available other than for the purpose for which they were provided by the Contractor.
The Client indemnifies the Contractor against infringements of third-party intellectual property rights.
Payment Terms
Unless otherwise agreed, the following payment schedule applies: payment within thirty days of the (partial) invoice date.
Regardless of the agreed payment conditions, the Client is obliged, at the Contractor’s request, to provide sufficient security for payment as deemed appropriate by the Contractor. If the Client fails to do so within the specified period, they are immediately in default. The Contractor then has the right to terminate the agreement and claim damages from the Client.
The Client’s right to offset claims against the Contractor is expressly excluded, unless the Contractor becomes insolvent.
The full payment claim becomes immediately due if:
a. a payment term is exceeded;
b. the Client is bankrupt or under suspension of payments;
c. the Client as a company is dissolved or liquidated;
d. the Client as a natural person is placed under guardianship or dies.
Penalty Interest: For business transactions, the Client owes penalty interest starting thirty days after receiving the invoice. If the invoice has already been sent before the Contractor has delivered the service and/or goods, the period of 30 days applies after receipt of the goods or service. In case of late payment, the penalty interest applies automatically without the need for a reminder/notice of default.
6.6 The penalty interest is 7% plus the interest rate of the European Central Bank. When calculating interest, a partial month is considered a full month.
6.7 For transactions with consumers, the statutory interest set by the Dutch government applies. Partial months are counted as full months.
6.8 If payment is not made within the agreed term, the Client owes all extrajudicial collection costs to the Contractor. These costs are calculated as follows:
- on the first €3,000 → 15%
- on the amount up to €6,000 → 10%
- on the amount up to €15,000 → 8%
- on the amount up to €60,000 → 5%
- on the amount above €60,000 → 3%
If the actual extrajudicial costs exceed the above calculation, the Client is liable for the actual costs.
6.10 If the Contractor is awarded in a judicial procedure, all costs incurred in connection with this procedure are for the Client’s account.
Delivery
The work is considered delivered if: the Client has taken the work into use, approved the work, or if the Client has not objected within fourteen days after the Contractor has informed them in writing that the work is ready.
The work is also considered delivered if the Client withholds approval due to minor defects that can be corrected within thirty days and do not impede the use of the work.
Delivery Time
The delivery time indicated by the Contractor is always an approximation, assuming the work can be performed under the conditions known at the time.
The delivery time begins when all necessary and agreed conditions for the execution of the assignment are met.
If conditions differ from those expected, the Contractor may extend the delivery time to complete the assignment under the changed conditions.
If additional work arises, the Contractor may extend the delivery time accordingly.
If the Contractor is entitled to suspend work, the delivery time is extended accordingly.
In case of unworkable weather, the delivery time is extended for that period.
Impossibility of Execution
The Contractor has the right to suspend agreed work if circumstances beyond their control prevent fulfillment of obligations temporarily.
Shortcomings of suppliers, strikes, work stoppages, weather conditions, theft, or other loss of materials are considered circumstances as described above.
If fulfillment becomes permanently impossible, the agreement may be dissolved for the unfulfilled part. The Client is not entitled to compensation for damage caused by termination.
Changes to the Work
If the scope of the assignment changes after the agreement for any reason, the Contractor may charge additional work to the Client.
Additional work also applies if the information provided by the Client does not match reality. Extra work is calculated based on price factors at the time it was performed. Reduced work is calculated based on price factors at the time the agreement was concluded.
11. Termination
If the Client does not, improperly, or untimely fulfills any obligation under the agreement, or in case of bankruptcy, suspension of payments, guardianship, or closure/liquidation of the Client’s company, the Contractor may partially or fully terminate the agreement or suspend further execution.
This does not affect the Contractor’s other rights, including the right to compensation for damage caused by termination.
The Contractor is never obliged to compensate the Client for damages in case of termination.
If the Client continues to prevent proper fulfillment even after notice, the Contractor may terminate the agreement.
Circumstances constituting force majeure include, among others: actions, except in cases of intent or gross negligence, of persons used by the Contractor, and unsuitability of items used by the Contractor.
Even in mutual termination, the Contractor retains the right to compensation for damages caused by termination.
12. Complaints
Complaints must be made in writing as soon as possible, but no later than 48 hours after discovery, or for non-visible defects, within 48 hours after they could reasonably have been discovered.
Claims or defenses based on alleged failures of the Contractor expire one year after the completion of the relevant assignment.
Warranty
The Contractor guarantees the quality of the performance for six months.
If the performance involved work execution, the Contractor guarantees the quality of the work and used materials for six months, provided they were freely chosen.
Parts to be replaced must be sent to the Contractor at the Client’s expense, including travel, accommodation, and dismantling costs.
If the work involved processing materials supplied by the Client, the Contractor guarantees the quality of the processing for six months.
If the delivered item does not comply with the agreement, the Contractor may choose to replace, repair, or credit the invoice. The item must be returned to the Contractor.
The Contractor must always be given the opportunity to remedy defects or redo performance.
The Client is only entitled to warranty if all obligations to the Contractor have been fulfilled.
No warranty is given for defects caused by misuse, normal wear, improper maintenance, installation, repair, assembly, or modification by third parties.
No warranty is given on used items.
Retention of Title
The Contractor remains the owner of delivered items until the Client fulfills all obligations under the relevant agreement or related invoices.
This includes claims arising from failure to meet obligations, such as fines, damages, interest, and costs.
The Client may not encumber items under retention of title.
The Contractor may retrieve items at any time if retention of title is invoked. The Client grants permission for the Contractor to access the location of the items.
If retention of title is compromised by mixing, accession, or transformation, the Client must pledge the newly formed item to the Contractor.
Liability
The Contractor is only liable for direct and exclusive damages caused by a Contractor-attributable shortcoming, limited to damage covered or reasonably expected to be covered by insurance.
Business loss or loss of income is not compensable.
The Contractor is never liable for damage caused by intent or gross negligence of third parties.
Compensation may be reduced if the price paid by the Client is low relative to the damage.
If the Contractor’s insurer does not pay, liability is limited to twice the contract sum.
Materials and Products Provided by the Client
The Contractor is not liable for failures caused by extraordinary or unforeseen processing difficulties arising from the nature of materials or products supplied by the Client.
The Client must provide sufficient quantities for trials and processing, ensuring adequate amounts for the Contractor.
17. Applicable Law and Jurisdiction
17.1 Only the civil court competent in the Contractor’s place of business has jurisdiction.
17.2 Dutch law applies.