KNEGT

Metaalunie Terms and Conditions 2025 – KNEGT B.V.

Hieronder vind je de algemene voorwaarden van Knegt B.V. zoals opgesteld onder de Metaalunievoorwaarden 2025.

Article 1: Applicability

  1. 1.1. The Metaalunie member using these terms and conditions is referred to as the contractor. The other party is referred to as the client.
  2. 1.2. These terms and conditions apply to all offers made by a Metaalunie member, to all agreements concluded by it and to all agreements arising therefrom, insofar as the Metaalunie member acts as contractor.
  3. 1.3. In the event of any conflict between a provision in the concluded agreement and these terms and conditions, the provision in the agreement shall prevail.
  4. 1.4. Only Metaalunie members are permitted to use these terms and conditions.

Article 2: Offers

  1. 2.1. All offers made by the contractor are without obligation and revocable, including offers in which a period for acceptance has been stated. The contractor has the right to withdraw its offer up to two working days after the day on which the acceptance has reached it.
  2. 2.2. The prices stated by the contractor in the offer are expressed in euros, excluding VAT and any other government levies or taxes. The prices also exclude travel, accommodation, packaging, storage and transport costs, as well as the costs of loading, stowing, unloading and cooperation in customs formalities.
  3. 2.3. Unless otherwise agreed, the offer does not include:
  4. a. earthwork, pile driving, chopping, demolition, foundation work, bricklaying, carpentry, plastering, painting, wallpapering, repair work or any other structural or construction work;
  5. b. the realisation of connections for gas, water, electricity, internet or other infrastructural facilities;
  6. c. measures to prevent or limit damage to or theft or loss of goods present on or near the workplace;
  7. d. removal of materials, soil, building materials or waste;
  8. e. vertical and horizontal transport.

Article 3: Confidentiality

  1. 3.1. All information of any kind and in any form whatsoever (such as offers, designs, images, drawings and know-how) provided by or on behalf of the contractor to the client is confidential. The client will only use this information for the performance of the agreement. The client will not disclose or reproduce this information.
  2. 3.2. If the client breaches any obligation under paragraph 1, it shall owe an immediately payable penalty of € 25,000 per breach. The contractor may claim this penalty in addition to compensation for damages under the law.
  3. 3.3. At the first request of the contractor, the client must, within a term set by the contractor and at the contractor’s discretion, either return the information referred to in paragraph 1 or destroy it in a manner determined by the contractor, without retaining any 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 contractor may claim this penalty in addition to compensation for damages under the law.

Article 4: Advice and information provided

  1. 4.1. The client cannot derive any rights from advice and information provided by the contractor that do not relate to the assignment.
  2. 4.2. If the client provides information to the contractor, the contractor may, when making an offer and performing the agreement, rely on the accuracy and completeness of this information.
  3. 4.3. The contractor is not obliged to warn against, or independently investigate, any inaccuracies in the assignment, defects and unsuitability of items supplied by the client, or errors or defects in plans, drawings, calculations, specifications or execution instructions provided by the client.
  4. 4.4. The client indemnifies the contractor against all claims from third parties in connection with (the use of) information supplied by or on behalf of the client. This includes, among other things, advice, instructions, drawings, calculations, designs, materials, brands, samples and models. The client shall reimburse all damages suffered by the contractor in this respect, including the full costs of legal defence.

Article 5: Delivery time

  1. 5.1. All delivery times, including a delivery date, week, month, term or execution period as used in these terms and conditions, are indicative. If these are exceeded, the client must always give the contractor notice of default.
  2. 5.2. The delivery time only applies if the client and 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 on time and all other conditions for the execution of the assignment have been met. If the delivery time is no longer applicable, the contractor may set a new delivery time in line with its planning.
  3. 5.3. The delivery time no longer applies if circumstances arise that were unknown to the contractor at the time the delivery time was given and these circumstances are for the account and risk of the client, including changes to the assignment, additional or reduced work or suspension by the contractor. If the delivery time is no longer applicable, the contractor may set a new delivery time in line with its planning.

Article 6: Delivery and transfer of risk

  1. 6.1. Delivery takes place at the moment the contractor makes the item available to the client at the contractor’s business location and has notified the client thereof. From that moment on, the item is at the risk of the client.
  2. 6.2. If, after conclusion of the agreement, the contractor, at the request of the client, nevertheless arranges the transport in whole or in part or assists the client in this (such as storage, loading, stowing or unloading), this shall be at the expense and risk of the client. The client can insure itself against these risks.

Article 7: Price changes

  1. The contractor may pass on to the client any increase in cost-determining factors that occurs after conclusion of the agreement. The client must pay the price increase at the first request of the contractor.

Article 8: Force majeure

  1. 8.1. If the contractor cannot meet its obligations due to a circumstance beyond its actual control, this cannot be attributed to it and there is a situation of force majeure. In that case, the contractor is not liable for any damage suffered by the client as a result. Except as provided in paragraph 4 of this article, the client is not entitled to dissolve the agreement in whole or in part in such a case.
  2. 8.2. The circumstances referred to in paragraph 1 of this article include, in any event: (civil) war (or threat thereof), terrorism, riots, outbreaks of infectious diseases and the resulting government measures or advice, natural disasters, extreme weather conditions, import or trade restrictions, explosion, fire, water damage, sabotage, cybercrime, disruption of digital infrastructure, interruptions in energy supply, (partial) loss, theft or disappearance of tools, materials or information, machine breakdowns, roadblocks, blockades of rail 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 carriers, or other parties on whom the contractor depends, fail to meet their obligations or fail to do so on time.
  3. 8.3. The contractor is entitled to suspend the performance of its obligations if it is temporarily prevented from fulfilling its obligations to the client due to force majeure. Once the situation of force majeure has ended, the contractor will perform its obligations as soon as its planning allows.

Article 9: Additional work

  1. Additional work will be charged on the basis of the prices applicable to the contractor at the time the additional work is carried out. The client must pay the price of the additional work at the first request of the contractor.

Article 10: Performance of the work

  1. 10.1. The client shall ensure that the contractor can carry out its work safely, undisturbed, without interruption and at the agreed time. At its own expense and risk, the client shall in any event ensure that:
  2. a. all permits, exemptions and other decisions necessary for the execution of the work have been obtained in good time. At the first request of the contractor, the client is obliged to provide a copy of these documents;
  3. b. the contractor is informed in writing and in good time of all (safety) regulations applicable at the location;
  4. c. during the execution of the work, the contractor has access to the necessary auxiliary personnel, tools and facilities (such as gas, water, electricity, internet, access roads suitable for any necessary transport, lifting and hoisting cranes, sanitary facilities and a lockable dry storage area);
  5. d. all work necessary for the execution of the assignment and not forming part of the agreement has been carried out in good time.
  6. 10.2. The client bears the risk of 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 delivered or to be delivered item, tools, materials intended for the work or equipment used in the execution of the work. This does not apply if the client proves that the damage, theft or loss was caused by the contractor itself.
  7. 10.3. Without prejudice to the provisions of paragraph 2 of this article, the client must adequately insure itself 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 handling and settlement.

Article 11: Completion of the work

  1. 11.1. The work is deemed to have been completed when:
  2. a. the client has approved the work;
  3. b. the work has been put into use. If part of the work has been put into use, that part shall be deemed to have been completed;
  4. 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 after the date of this notification that the work has not been approved;
  5. d. the client does not approve the work on the grounds of minor defects or missing parts that can be remedied or delivered within 30 days and that do not prevent the work from being put into use.
  6. 11.2. The contractor is not obliged to provide the client with a file within the meaning of Article 7:757a of the Dutch Civil Code with regard to the building constructed and to be delivered (a ‘handover or completion file’).
  7. 11.3. If the client does not approve the work, it is obliged to notify the contractor thereof in writing, stating the reasons. The client must give the contractor the opportunity to complete the work after all.

Article 12: Liability

  1. 12.1. If the contractor is liable on any ground whatsoever, such liability shall at all times be limited as set out in the following paragraphs of this article.
  2. 12.2. If the contractor has any insurance in place which provides cover for the damage, the contractor’s obligation to compensate the damage is limited to the amount that is paid out in the relevant case under that insurance.
  3. 12.3. If the contractor does not have insurance as referred to in the previous paragraph, or if no amount is paid out under such insurance for any reason, the obligation to compensate damage is limited to a maximum of 15% of the contract sum (excluding VAT). If the agreement consists of parts or partial deliveries, this obligation is limited to a maximum of 15% (excluding VAT) of the contract sum of the part or partial delivery in connection with which the contractor’s liability has arisen. In the case of a continuing performance agreement, the obligation to compensate damage is limited to a maximum of 15% (excluding VAT) of the contract sum over the last twelve months preceding the event causing the damage.
  4. 12.4. The following are not eligible for compensation:
  5. a. consequential damage. Consequential damage includes, among other things: loss due to business interruption, loss of production, loss of profit, missed savings and subsidies, tax disadvantages, expenses incurred in vain, internal costs of the client, reduced goodwill and reputational damage, fines, damage as a result of the client’s liability towards third parties, damage in connection with damage to, destruction or loss of data or documents, transport costs and travel and accommodation expenses, storage costs, costs for replacement equipment and personnel and costs in connection with recalls;
  6. b. ‘opzichtschade’ (damage to items being worked on). ‘Opzichtschade’ means damage caused during the execution of the work to items on which work is being carried out or to items located in the vicinity of the place where work is being carried out;
  7. c. damage to or caused by or with equipment made available to the contractor by the client;
  8. d. damage caused by intent or wilful recklessness of auxiliary persons or non-managerial employees of the contractor;
  9. e. damage to material supplied by or on behalf of the client, including as a result of improperly performed processing, assembly or installation. The client may, if possible, insure itself against such damage.
  10. 12.5. The client indemnifies the contractor against all claims from third parties arising from a defect in a product supplied by the client to a third party, of which the products or materials supplied by the contractor form part. The client must reimburse all damage suffered by the contractor in this respect, including the full costs of legal defence.
  11. 12.6. Any claim for damages by the client lapses solely by the expiry of twenty-four months after it arose, unless the client has instituted such claim before the competent court before the end of that period.

Article 13: Warranty and other claims

  1. 13.1. Unless agreed otherwise in writing, the contractor guarantees the proper performance of the agreed service for a period of six months after (delivery), as further elaborated in the following articles.
  2. 13.2. If the parties have agreed on deviating warranty conditions, the provisions of this article apply unless and insofar as they conflict with those deviating warranty conditions.
  3. 13.3. The client must provide all cooperation free of charge with the investigation of a complaint by the client about the performance carried out, as conducted by or on behalf of the contractor, failing which all rights of the client in connection with that complaint shall lapse.
  4. 13.4. If the contractor has rejected a complaint about the performance carried out on valid grounds, the client must reimburse all reasonably incurred costs related to the investigation of the complaint.
  5. 13.5. If the agreed performance has not been properly carried out, the contractor will choose whether it will properly perform this performance after all, replace the delivered item in whole or in part, or credit the client with a reasonable part of the contract sum.
  6. 13.6. If the contractor chooses to properly perform the performance after all or to replace the delivered item in whole or in part, the client must in all cases give the contractor the opportunity to do so. The contractor will determine the method and time of execution. If the agreed performance consisted (partly) of processing material supplied by the client, the client must supply new material at its own expense and risk.
  7. 13.7. Items repaired or replaced by the contractor must be sent to the contractor by the client. Transport, shipping and disassembly and assembly are at the expense and risk of the client. In addition, travel, accommodation and travel time are at the expense of the client. The contractor is entitled to request security or advance payment for these costs.
  8. 13.8. The contractor is only obliged to perform under the warranty once the client has fulfilled all its obligations.
  9. 13.9. a. Warranty is excluded for defects that are the result of:
  10. – normal wear and tear;
  11. – improper use;
  12. – maintenance that has not been carried out or has been carried out incorrectly;
  13. – installation, (dis)assembly, modification or repair by the client or by third parties;
  14. – defects in or unsuitability of items, materials or tools originating from or prescribed by the client.
  15. b. No warranty is given on:
  16. – items that were not new at the time of delivery;
  17. – inspection, repair and overhaul of items;
  18. – items for which a manufacturer’s warranty has been granted;
  19. – items for which a warranty has been granted to the client by third parties.
  20. 13.10. The provisions of paragraphs 3 to 8 of this article apply mutatis mutandis to any possible claims by the client on the grounds of non-performance, non-conformity or any other legal ground.

Article 14: Duty to complain

  1. 14.1. The client can in any case no longer invoke a defect in the performance if it has not submitted a written complaint to the contractor within fourteen days after it has discovered the defect or reasonably should have discovered it.
  2. 14.2. On pain of forfeiture of all rights, the client must submit any complaint about an invoice to the contractor in writing within the payment term. If the payment term is longer than thirty days, the client must submit its complaint in writing no later than thirty days after the invoice date.

Article 15: Items not taken

  1. 15.1. The client is obliged, after expiry of the delivery time, to physically take delivery at the agreed place of the item which is the subject of the agreement.
  2. 15.2. The client must provide all cooperation free of charge to enable the contractor to deliver.
  3. 15.3. Items not taken shall be stored at the expense and risk of the client.
  4. 15.4. In the event of a breach 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 per breach, up to a maximum of € 25,000. This penalty can be claimed in addition to compensation for damages under the law.

Article 16: Payment

  1. 16.1. Payment shall be made at the contractor’s place of business or into a bank account specified by the contractor.
  2. 16.2. Unless agreed otherwise, payment shall be made within 30 days of the invoice date.
  3. 16.3. If the client fails to meet its payment obligation, it is obliged, instead of paying the agreed price, to comply with a request from the contractor for payment by way of transfer of property (dation in payment).
  4. 16.4. The client’s right to set off its claims against the contractor or to suspend performance of its obligations is excluded, unless the contractor has been granted a moratorium on payments, has been declared bankrupt or the statutory debt rescheduling scheme for natural persons applies to the contractor.
  5. 16.5. Regardless of whether the contractor has fully performed the agreed service, everything that the client owes or will owe the contractor under the agreement shall be immediately due and payable if:
  6. a. a payment term has been exceeded;
  7. b. the client does not comply with its obligations under Article 15;
  8. c. the client has failed to provide security at the first request of the contractor in accordance with Article 17 of these terms and conditions;
  9. d. the bankruptcy or suspension of payment of the client has been applied for;
  10. e. attachment is levied on items or receivables of the client;
  11. 16.6. In the event of a breach of paragraph 5 of this article, the client shall, after the contractor has given notice of default, owe the contractor a penalty of € 250 per day per breach, up to a maximum of € 25,000. This penalty can be claimed in addition to compensation for damages under the law.
  12. 16.7. The contractor has a right of pledge and a right of retention on all items which it has or will have in its possession from the client on any grounds whatsoever, for all claims which it has or may have against the client.

Article 17: Security

  1. 17.1. At the first request of the contractor, the client is obliged to provide, to the satisfaction of the contractor, sufficient security for all payments which the client owes the contractor under the agreement. If the client does not comply with this within the set period, it is immediately in default. In that case, the contractor has the right to dissolve the agreement and recover its damage from the client.
  2. 17.2. The contractor remains the owner of the delivered items as long as the client has not fulfilled its obligations under any agreement with the contractor, including claims such as damages, penalties, interest and costs.
  3. 17.3. If, after the items have been delivered to the client in accordance with the agreement and the client has fulfilled its obligations, the retention of title in respect of these items revives if the client fails to comply with its obligations under a subsequently concluded agreement.
  4. 17.4. As long as there is a retention of title on the delivered items, the client may not encumber or dispose of these items outside its normal course of business. This provision has effect in rem.
  5. 17.5. After invoking its retention of title, the contractor may retrieve the delivered items. The client shall provide all necessary cooperation for this purpose.
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