General terms and conditions
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GENERAL TERMS AND CONDITIONS OF THE STICHTING INDUSTRIËLE REINIGING[INDUSTRIAL CLEANING FOUNDATION]
In these terms and conditions, the following terms have the following meanings:
SIR: , with its offices at Mozartlaan 3, 3314 NA in Maassluis, which is a party to an agreement or which supplies products and/or services to the principal within the framework of an agreement.
Products and services: handbooks, first aid cards, examinations, advice, inspections, ratifications and related articles.
Principal(s): companies, organisations and people, whether affiliated with the SIR or not.
Regulations: The SIR examinations regulations, which apply to all examinations.
Agreement: Any agreement to which these general terms and conditions apply.
Acceptance: The written declaration by the principal that it accepts the offer and the SIR’s conclusion that such complies with the agreement.
Offers: a request for information on the SIR’s products.
Art. 1 Applicability
1. These terms and conditions apply to:
*All agreements that the SIR enters into with its principals;
*All offers which the SIR issues to its (potential) principals;
*All the additional work that the SIR carries out on behalf of its principals.
2. The principal may only invoke stipulations that differ from the present terms and conditions, if the SIR has explicitly accepted these in writing.
3. The applicability of the principal’s general terms and conditions is explicitly excluded.
4. The principal with whom a contract is concluded subject to the present terms and conditions agrees to these terms and conditions being applicable to later agreements with the SIR.
Art. 2 Offers and effecting of the agreement(s)
1. All offers are made subject to the declaration of applicability of these general terms and conditions, which apply both to the offer and the acceptance thereof and to the ensuing agreement.
2. All offers are valid for one month, unless the offer states otherwise.
3. The agreement will be effected as soon as the SIR receives acceptance of the offer. This acceptance must show that the principal agrees to the declaration of applicability of these general terms and conditions and that it, where necessary, relinquishes declaration of applicability of its own purchase terms and conditions.
4. If reservations or changes to the offer are included in the acceptance, the agreement will only be effected, contrary to that stated in the previous section, if the SIR has notified the principal in writing that it agrees to said reservations or changes.
5. The applicability of Articles 6:223 and 6:225 section 2 of the Dutch Civil Code is excluded.
Art. 3 Changes
1. Changes to the agreement and deviations from these general terms and conditions will only be valid if they are agreed to in writing between the principal and the SIR.
2. If changes lead to an increase or decrease in the costs, the parties must agree a resulting change in the purchase price in writing.
3. If the parties fail to reach agreement regarding the change in the purchase price, this will amount to a dispute between the parties, which will be subject to Art. 14 of these general terms and conditions.
Art. 4 Quality and description
1. The SIR undertakes vis-à-vis the principal to supply it with the (SIR) products in accordance with the description, quality and quantity referred to in more detail in the offer (which may be changed at a later date).
2. The SIR undertakes vis-à-vis the principal to supply it with products whose quality corresponds to that described in the offer.
3. The SIR does not guarantee that the products are suitable for the goal for which the principal wishes to use them, not even if this goal has been communicated to the SIR, unless agreed otherwise between the parties.
Art. 5 Dispatch
The SIR undertakes vis-à-vis the principal to secure the products in such a way that they arrive at their destination in good condition if transported normally.
Art. 6 Transfer of ownership and risk
1. Notwithstanding that referred to in sections 2 and 4 of this article, the ownership and risk of the products will be transferred to the principal upon delivery.
2. As long as the principal has not paid the complete purchase amount, plus any additional costs, or has not provided any security for such, the SIR will retain ownership. In that case, the ownership will only be transferred to the principal as soon as the principal has fulfilled all its obligations vis-à-vis the SIR.
3. If the SIR has any doubt as to the principal’s payment capacity, the SIR is authorised to postpone dispatching the products pursuant to Art. 5 until the principal has provided security for the payment. The principal is liable for the loss or damage suffered by the SIR as a result of the delayed delivery.
4. If, at the principal’s request, the SIR postpones the dispatch in accordance with that stated in this article, the ownership and risk of the products will remain with the SIR until the products have been sent and delivered to the principal.
Art. 7 Time of delivery
The SIR will deliver the products when it has received the written order from the principal, notwithstanding that stated in Article 6. This order will count as acceptance. Services, such as examinations and inspections, will be carried out on the date agreed on by the SIR and the principal.
Art. 8 Force majeure
1. The delivery date referred to in Art. 7 is to be extended by the period during which the SIR is prevented from fulfilling its obligations as a result of force majeure.
2. Force majeure will apply to the SIR if, after entering into the agreement, the SIR is prevented from fulfilling its obligations resulting from these agreement, or its preparation, as a result of war, the threat of war, civil war, terrorism, riots, acts of war, fire, water damage, floods, strikes, sit-down strikes, lockouts, import and export restrictions, government measures, defects to machinery, disruptions in the supply of energy, all of which either affect the SIR organisation or third party organisations from which the SIR has to acquire all or some of the necessary materials, as well as during storage or transport, whether carried out by the SIR or otherwise, and moreover due to any other causes which may arise through no fault of the SIR, or for which it does not bear the risk.
3. If, due to force majeure, the delivery is delayed by more than two months, both the SIR and the principal are authorised to regard the agreement as terminated. In that case, the SIR is only entitled to a reimbursement of the costs it has incurred.
Art. 9 Price and payment
1. The purchase price includes transport and delivery costs to the location in the Netherlands designated by the principal.
2. In the event of foreign principals, extra transport and delivery costs will be charged along with translation costs. One should also take account of the fact that the SIR bears no liability or responsibility for the quality of the translation, neither the conformity of (SIR) products to foreign legislation and regulations.
3. The principal is obliged to pay the purchase price within thirty days. The principal is not authorised to deduct from this purchase price any amount based on a counterclaim he makes, nor make any adjustment.
4. If the principal does not fulfil its payment obligations on time, or fails to act in response to a notification of default within a period of one week, the SIR is authorised to regard the agreement as annulled without judicial intervention. In that case, the principal is liable for the loss or damage suffered by the SIR, which, for example, can include loss of profit, transport costs and the costs of the notification of default.
Art. 10 Statutory requirements
The SIR guarantees that the design, composition and quality of the products, which have to be supplied on account of the order, comply in every respect with all the applicable requirements imposed in laws and/or other relevant provisions issued by the government which are valid in the Netherlands at the time at which the agreement is entered into.
Art. 11 Dissolution
1. Without prejudice to that stated in Art. 10, the agreement is to be dissolved without judicial intervention after a written statement is issued at the point in time at which the principal is declared bankrupt, requests a provisional suspension of payments, or when a request by the SIR, a natural person, is granted by the court for the declaration of applicability of a debt rescheduling scheme, or if the principal loses the authority to dispose of property or parts thereof due to attachment, due to being placed under tutelage, or in any other way, unless the bankruptcy trustee or administrator acknowledges the obligations resulting from this agreement as an estate debt.
2. The dissolution will result in mutual claims becoming immediately due and payable. The principal is liable for the loss or damage suffered by the SIR, which will include loss of profits, transport costs and the costs of the notification of default.
Art. 12 Exoneration
The SIR cannot be held liable for amounts larger than those agreed per individual order.
Art. 13 Applicable law
This agreement is subject to Dutch law.
Art. 14 Disputes
1. All disputes which arise between the parties as a result of their agreement, or other agreements which might ensue, or any other existing or future legal relationship such as, but not exclusively related to, an unlawful deed, unduly paid amounts and unfounded enrichment, will be settled by a mediator appointed by the parties, such in so far as no mandatory competition rules prevent such a choice.
2. A dispute is regarded as existing as soon as one of the parties declares such.
Art. 15 Depositing
These general terms and conditions are registered in the trade register of the Chamber of Commerce and Industry in Rotterdam dated 16 December 2005, under dossier number 41130945.