Terms and conditions B2B client

Article 1. Terms
The following definitions apply in these terms and conditions:
the agreement: the agreement concluded between buyer and supplier for purchase and sale and / or the assembly of reinforcing steel.
the customer: the legal person who issues the order for the delivery of the reinforcing steel, or requests a quote for that purpose.
the supplier: the natural or legal person to whom the delivery and / or assembly of the reinforcing steel has been assigned or to whom a quotation is requested for this.
the reinforcing steel: reinforcing steel for the purpose of concrete structures.

Article 2. Application of general terms and conditions
2.1 These conditions apply between the parties, after they have been declared applicable by one of the parties to an offer or agreement, for the delivery of reinforcing steel. If these conditions apply to an agreement, they also apply to all agreements arising from that agreement.
2.2 Deviations from these general terms and conditions or additions thereto are only valid insofar as they have been agreed in writing.

Article 3. Quotation
3.1 All quotations from the supplier are without obligation. The supplier can always revoke his offers, even if a fixed period for acceptance is stated in the offer, unless the supplier explicitly stated in the offer that the offer is irrevocable in addition to mentioning a fixed period for acceptance. If no period is specified, the quotation is valid for 6 weeks with due observance of what is otherwise stipulated in these conditions.
3.2 If no order is issued, the supplier is entitled to charge the costs involved in making the quotation to the customer, if and insofar as this is stated in the quotation.

Article 4. Drawings, calculations and constructions
4.1 Drawings, technical descriptions, designs and calculations made by a party or on its behalf by an external designer remain the property of that party. They may not be handed over or shown to third parties by the other party for the purpose of obtaining a comparable quotation or order, or of obtaining any benefit for themselves and / or third parties. If no assignment is granted, these documents will be destroyed within 3 months after the date of the quotation.
4.2 However, with due observance of the provisions of the third and fourth paragraph, the customer has the free disposal of the data referred to in the first paragraph, regardless of the form in which they are recorded, if he paid the compensation as referred to in Article 3, second paragraph, or - if that compensation is not stipulated - if he pays a reasonable compensation to be agreed.
4.3 Information about manufacturing and / or construction methods, to which copyright / patent law applies, or to which a designer as referred to in the first paragraph has made a reservation, may not be used, copied, shown to third parties by the other party or published, unless written permission has been granted.
4.4 Third parties in the preceding paragraph do not include the client commissioning of the work for which the reinforcing steel is intended, as well as those who have to make use of said data for the execution of that work.
4.5 Parties reserve the right, in the event of violation of the provisions of this article, to claim compensation for the damage resulting from the violation.
4.6 The customer indemnifies the supplier against claims regarding the intellectual property rights of third parties, or claims from third parties on other grounds, with regard to information provided by the customer to the supplier.
4.7 The customer must ensure that the data necessary for the possible execution of works are made available to the supplier in a timely manner, before execution. The supplier reserves the copyright for drawings and calculations made by him, documents, etc.
4.8 With regard to the manufacturing of reinforcing steel constructions, the customer is obliged to provide  the supplier in a timely manner, before the commencement of the work, the necessary drawings and all relating required relevant data.
The customer undertakes to ensure that the supplier's activities can commence in a regular and timely manner and can be carried out insofar as this has been agreed. Timely provision of data, drawings means that the customer provides said data well before production must commence in order to enable delivery at the agreed times / dates.
4.9 The cutting, bending and mesh lists made by the supplier are considered binding between the parties with regard to the reinforcing steel, unless the customer has notified the supplier of his well-founded objections in writing within 5 working days after the aforementioned documents have been sent. However, if the concrete pouring has already taken place, the relevant cutting, bending and / or mesh lists will be deemed binding between the parties.
4.10 If and insofar as the customer has not provided the supplier with the required information as referred to in these terms and conditions in time, the supplier has the right, at his discretion, to fulfill his obligations for further order, but in any case until his insight sufficient information has been provided, to suspend or to dissolve the agreement. All periods with regard to data on the part of the customer are deemed to be strict deadlines.

Article 5. Price
5.1 The offered and agreed prices are exclusive of turnover tax and are based on taxes, levies, wages, social security costs, material and raw material prices and other costs, as applicable on the date of written quotation.
5.2 Without prejudice to the provisions of the following paragraph and the provisions of Article 18 under 2, a change in the wages, prices or other costs referred to in the first paragraph will only lead to a change in an agreed price, insofar as the settlement of changes of these cost factors is made by the parties and have been agreed in writing in advance.
5.3 The supplier is - in any case - authorized to charge additional costs:
- that are the result of cost-increasing circumstances that the supplier could not reasonably have taken into account;
- that cannot be attributed to the supplier and
- which are significant in relation to the price of the delivery
- that arise from obvious mistakes or errors in the offer.
5.4 The cost-increasing circumstances referred to in the previous paragraph shall in any case include frost, abnormal water level and rise in the price for reinforcing steel, as well as an underrun or overrun of the agreed - whether or not estimated - quantity by plus or minus 5%, and the case that the average diameter to be supplied specified in the quotation is changed by more than 5%.
5.5 If the supplier is of the opinion that cost-increasing circumstances have arisen, he must immediately inform the customer adequately and in writing. The parties will then consult with each other in the short term whether cost-increasing circumstances have arisen and, if so, to what extent the cost increase will be reimbursed in reasonableness and fairness.
5.6 If any taxes, import duties, levies or other charges imposed or modified by the Dutch government (including the European government included in this) are changed afterwards, they will be charged on to the customer in full.

Article 6. Formation of the agreement
6.1 The agreement is established by order for delivery and / or assembly of the reinforcing steel based on the quotation. An assignment that deviates from the quotation applies as a new quotation from the customer and as a rejection of the original quotation, unless the parties agree otherwise.
6.2 If the customer gives an oral order, a written order confirmation from the supplier is deemed to accurately reflect the contents of the agreed upon, unless the customer immediately informs the supplier of his objections to this representation of the content.
6.3 In the event of delivery from stock or warehouse within 8 working days after the conclusion of the agreement, the invoice will replace the written order confirmation from the supplier.
6.4 The provisions in the first two paragraphs of this article apply mutatis mutandis to changes in and additions to the agreement or further agreements.

Article 7. Obligations of the buyer
7.1 The customer shall ensure that, in accordance with his instructions, the supplier can dispose in good time of all data required for the execution of the work and of government regulations of a special nature, all to the extent that these are important to the supplier.
7.2 The customer is obliged to immediately inform the supplier of errors or defects in constructions and working methods, building materials, materials or aids that the supplier intends to supply or apply according to the documents he has provided to the customer.

Article 8. Liability of the customer
8.1 The customer bears responsibility for the constructions and methods prescribed by him or on his behalf, for orders and instructions given by him or on behalf of him, and for the information provided by him or on his behalf.
8.2 In this regard, the customer is liable for damage caused by building materials, materials or aids, which have been made available or prescribed by him or on his behalf and which by their nature prove to be unsuitable for the purpose for which they are intended according to the agreement.
8.3 If the customer does not purchase the reinforcing steel at the time determined in accordance with Article 11, he is liable for the resulting damage (including a reasonable compensation for storage), insofar as the customer can be held responsible for the non-acceptance.

Article 9. Obligations of the supplier
9.1 The reinforcing steel must meet the requirements for good and sound work, as well as the provisions of the agreement.
9.2 The supplier guarantees the good quality of the rebar, including the suitability for the purpose for which the rebar is intended according to the agreement.
9.3 The supplier guarantees compliance with the government regulations and government decisions that are relevant for the delivery at the time of the quotation, the applicable standards and the agreed requirements. However, the consequences of compliance with special government regulations are not for the supplier's account, unless the customer has informed him of these regulations pursuant to Article 7.1, or it must be reasonably assumed that the supplier should have known those regulations.
9.4 If a supplier of the supplier provides materials, parts or constructions to be processed with a more extensive guarantee than the customer derives from the agreement with the supplier, that further guarantee is also deemed to have been delivered to the customer. The client commissioning of the work has no rights against the supplier in this regard. The delivery of the aforementioned further rights takes place by entering into the agreement of which these conditions form part, while the customer will independently provide the legally required notification to the third party. The supplier is obliged to inform the customer in writing of this further guarantee.
9.5 At the conclusion of the agreement, the customer may require the supplier not to have the reinforcing steel or parts thereof delivered or manufactured by third parties other than with written approval from the customer.
9.6 The supplier is obliged to immediately inform the customer of errors or defects evident in the constructions and methods prescribed by or on behalf of the customer, or in information provided by or on behalf of the customer, or in the instructions prescribed or available by or on behalf of the customer stated building materials, materials and aids.
9.7 The standard condition for delivery of reinforcing steel is delivery free of charge. The supplier indemnifies the customer against claims from third parties for compensation for damage insofar as this has been caused during the transport or during the release of reinforcing steel and is attributable to the supplier, his staff, his suppliers or his carriers, to the exclusion of third parties lift, lift and crane transport made available and otherwise only if and insofar as the supplier's obligations also include the mounting of reinforcing steel.

Article 10. Inspection
Taking into account what has been agreed about the inspection methods, the customer has the right to inspect or have inspected the reinforcing steel, or the way in which it is manufactured, in order to determine whether the reinforcing steel complies with what has been agreed. In the event of rejection, the costs of the inspection will be borne by the supplier. Unless otherwise agreed, the inspection takes place at the supplier's factory.

Article 11. Delivery time
11.1 To determine the delivery time, a specific date and time will be stated in the agreement prior to delivery, or a period of time.
11.2 If a specific date and time is specified in the agreement for delivery, delivery must take place at that time.
11.3 If the supplier fails to meet his obligations at the time determined in accordance with the preceding paragraph, he is legally in default provided that it has been explicitly agreed in writing that the date and time of delivery are fatal. If agreed otherwise, the supplier will only be in default after the customer has summoned him to still deliver within a reasonable period of time and that delivery has not been received.
11.4 If a period is specified in the agreement for delivery, delivery must take place within that period, provided that the date and time is determined with due observance of the provisions of the following paragraph. If a schedule for delivery is agreed between customer and supplier, this is only a guideline, and the planning data is never fatal. The schedule never aggravates the supplier's obligations.
11.5 In the event that a period is specified in the agreement prior to delivery, the customer will call in a timely manner, but at least 5 working days before the start of that period, unless otherwise agreed in writing. With this call, the parties confirm the date and time of delivery, or they establish a new date and time of delivery in writing, or the parties agree on a new call period.
11.6 If the supplier fails to meet his obligations at the time determined in accordance with the preceding paragraph, he will be in default by operation of law, albeit that delays in delivery due to traffic conditions will never lead to default / liability.
11.7 If the supplier is in default on the basis of the provisions of this article, he is liable for what can reasonably be regarded as direct damage as a result of non-compliance, all this insofar as non-compliance can be attributed to the supplier. The supplier is then obliged to pay the additional direct costs incurred and the direct damage as a result of the delay, insofar as this is in proportion to the seriousness of his default and the agreed price.
11.8 The customer is obliged to limit as much as possible the damage resulting from non-compliance as referred to in the previous paragraph.

Article 12. Delivery and assembly of reinforcing steel
12.1 Insofar as delivery and assembly of reinforcing steel has been agreed between the customer and the supplier, the supplier has the right to have the work carried out by third parties at his expense and risk.
12.2 Furthermore, between the supplier and the customer it applies that the construction site is arranged in such a way that the supplier is also able to perform the agreed work. To this end, the customer will make the necessary and usual facilities available free of charge, such as, for example, lighting, electricity, water, telephone, sanitary facilities, facilities to have a meal during work, scaffolding, storage options and transport on site.
12.3 If and insofar as decisions to change the planning and execution of a construction project have consequences for the planning and / or execution of the performance to be performed by the supplier, the customer is obliged to provide the supplier with this in time, but always at least within  5 working days before the consequences occur, in writing. The resulting costs will be reimbursed by the customer to the supplier as additional work.
12.4 Insofar as delivery and assembly of reinforcing steel has been agreed, the parties shall, if they so wish, agree on a settlement method with regard to the reinforcing steel to be fitted, to which at least the trade weights according to this table apply.
12.5 With due observance of the other provisions in these terms and conditions, the supplier is entitled to reimbursement of additional costs if the quantity actually delivered differs by more than 10% from what has been agreed in writing between the parties. Additional costs are reimbursed on a subsequent calculation basis, in any case including a settlement of the cost price plus a surcharge for general costs, profit and risk of 15%.
12.6 Reduction costs will be settled after the work in the final settlement is completed on an actual cost basis. If and to the extent that a balance of reduced costs arises in the final settlement, only the amount of reduced costs will be settled on a cost price basis.
12.7 Not included in the price of rebar assembly are: bending and straightening flying ends, bending starter bar continuity system and/or turning in couplings, attachments/connections to existing work and/or precast concrete, other welding work, cladding of and couplings to steel structures, installation of protective covers.

Article 13. Delivery
13.1 The risk of the delivered will pass upon delivery.
13.2 The place and the method of delivery are determined in the agreement. Delivery is deemed to be the delivery of the goods at the agreed place and time, even if the customer does not receive the goods. The period as referred to in Article 14, first paragraph, starts at this time. However, if the delivery takes place at a later time, as a result of circumstances for which the supplier is responsible, the period referred to in the previous sentence starts at that later time.
13.3 Transport to the place of delivery including loading is at the expense and risk of the supplier, unless agreed otherwise.
13.4 The customer ensures that the means of transport can reach the unloading location well and over a properly passable and accessible terrain, or over water, and that sufficient space is available for delivery.
13.5 Delivery is free-of-payment (FOP), provided free work has been agreed not unloaded. With agreed FOP not unloaded, one unloading hour will be allowed for each load immediately following the time of arrival. More unloading hours can be charged. The delivery must take place in such a way that the release can take place during normal working hours. To achieve this, the parties will consult with each other in a timely manner.
13.6 Unloading by the customer takes place with sufficient suitable personnel and equipment and on the instructions of the carrier.
13.7 If the unloading is done by the customer and the supplier has made tools available for this to the customer, the customer is responsible for the correct use of those aids from the moment the tools are delivered to the site.
13.8 If delivery from the factory has been agreed, the rebar will be deemed to have been delivered as soon as it has been loaded in or on the means of transport.
13.9 In the event that delivery and assembly of reinforcing steel has been agreed, the reinforcing steel will be deemed to have been delivered, either after the supplier has delivered a delivery note, or if and insofar as concrete has been poured and the reinforcing steel is thus contained in the concrete, but in each at the first of the two times indicated above.
13.10 A surcharge applies for delivery to the Wadden Islands.

Article 14. Defects
14.1 The customer is obliged to inform the supplier within 5 working days after delivery of those defects that were found on delivery. The consequence of the customer's failure to comply with the obligation referred to in the first sentence is that the customer never has any claim against the supplier, on any basis whatsoever. The consequences of the customer's failure to comply with the obligation referred to in the first sentence also apply if it concerns defects that the customer could reasonably have or should have detected without further investigation.
14.2 The receipt of the rebar by the customer does not affect the supplier's liability for any hidden defects based on article 15.
14.3 Without prejudice to the provisions of Article 9, first, second and third paragraph, if and in so far as nothing else has been expressly agreed regarding the capacity, minor deviations in size and other minor defects will not be a reason for rejection.

Article 15. Liability of the supplier
15.1 Without prejudice to the provisions of the law and the following paragraphs, and subject to any claims that may be made by the customer, the supplier is no longer liable for shortcomings in the reinforcing steel after delivery.
15.2 If the reinforcing steel or any part thereof contains a hidden defect that can reasonably be attributed to the supplier and of which the customer has notified the supplier within six weeks of discovery, the supplier is liable for that defect vis-à-vis the customer. A defect can be regarded as a hidden defect if it has not been detected by the customer on delivery or did not have to be detected. The legal claim based on a hidden defect is inadmissible if it is brought after 5 years from the date of delivery.
15.3 However, if a hidden defect is to be regarded as a serious defect, the legal claim is inadmissible if it is brought after 10 years after delivery. However, if the customer is liable to the client commissioning of the work for serious defects for longer than this period, the customer has notified the supplier in writing and the supplier has agreed in writing, the period will be extended to that longer period. A defect can only be regarded as a serious defect if it endangers the bonding of the reinforcing steel or of an essential part thereof, the work of the customer. A serious defect, which manifests itself within 10 years after delivery, is deemed to be the result of a circumstance attributable to the supplier, unless proven otherwise by the supplier.

Article 16. Liability for harmful consequences of the delivery
The supplier is liable for damage to the work of the customer, insofar as the damage was caused by the delivery of the product and is attributable to the supplier, including his staff, his suppliers or his transporters. Damage to the work is only understood to mean damage to all or part of the goods built or made by the customer on behalf of his client commissioning of the work, to property present on the work site of the customer or his client commissioning of the work, as well as damage to the work site auxiliary works, building materials and aids present. In determining the extent of the compensation, account is taken of the relationship between the damage caused and the price of the product, as well as the extent to which the damage is covered by insurance for the supplier and whether and if so in the extent to which any insurance payment is recovered from the supplier.

Article 17. Transfer of risk and ownership
17.1 The product is at the risk of the customer after delivery.
17.2 Without prejudice to the provisions of the law, the product only becomes the property of the customer after he has fulfilled all his payment obligations.
17.3 As long as the supplier is to be regarded as the owner, the customer undertakes towards the supplier to treat the delivered product with care, and not to pledge, process, transfer or hand over this product other than in the context of the normal business operations.

Article 18. Interim change and termination of the agreement
18.1 If the work assigned to the customer, for which delivery is made by the supplier, is suspended or temporarily suspended, the customer is entitled to suspend the performance of the agreement in whole or in part.
18.2 In the case referred to in the first paragraph, the supplier is entitled to compensation for the damage that he suffers as a result of the suspension.
18.3 If the work assigned to the customer, for which delivery is made by the supplier, is terminated in an unfinished state, or if the agreement between the customer and his client is terminated, the customer is entitled to dissolve this agreement in whole or in part. The same applies if the agreement between the customer and his client is dissolved.
18.4 In the cases referred to in the previous paragraph, as well as in the cases of interim termination of the agreement by the customer and of the termination of the work commissioned by the customer in an incomplete state - other than to the extent that this can be attributed to the supplier - the supplier is entitled to the price, increased by the costs that he had to incur as a result of the non-completion and reduced by the costs saved by the termination.
18.5 If during the execution of the agreement it appears that the product or a part thereof, due to force majeure or other cause, cannot be delivered or can only be changed, every party who notices this is obliged to inform the other party of this without delay, in order to mutually agree, to adjust the implementation of the agreement to the changed circumstances, or to reach another reasonable solution.
18.6 Without prejudice to the provisions of the law, each of the parties has the right to dissolve the agreement in whole or in part by written notice if:
- the duration and / or the consequences of the suspension as referred to in the first paragraph, or a force majeure situation reasonably justifies this;
- in the case as referred to in the previous paragraph, after a period of one month no reasonable solution can be found with regard to price, technical implementation or delivery time.
18.7 In the cases referred to in the previous paragraph, payment is made between the parties in accordance with the provisions of Article 18.4 above, unless the termination is the result of a shortcoming attributable to the customer. In the latter case settlement takes place in accordance with the provisions of the fourth paragraph.

Article 19. Extra and less work
Settlement of more and less work takes place in any case:
- in the event of changes to the agreement;
- in the event of changes to the conditions attached to the agreement as set out in the supplier's quotation;
- in the case of instructions by or on behalf of the government on the basis of statutory regulations or orders, insofar as these could not reasonably have been foreseen before or at the conclusion of the agreement;
- in the event of deviations from the amounts of estimated items;
- in the event of deviations from deductible quantities;
- in the cases where settlement of more and less work is prescribed in the agreement;
- in the case as referred to in Article 12.5.

Article 20. Payment
20.1 Unless agreed otherwise, invoiced amounts are increased with a credit limitation surcharge of no more than two percent. This surcharge is due if and insofar as payment is made after the due date.
20.2 The customer is obliged to pay invoices within 30 days after the invoice date. If the customer has rejected a product or a part thereof, with due observance of the provisions of the agreement, he is entitled to suspend payment with regard to the rejected part.
20.3 If a credit limitation surcharge has been agreed, the customer will owe default interest from the thirtieth day after the due date until the day of full payment, which is equal to the statutory interest as referred to in BW 6: 119a.
20.4 If it has not been agreed that a credit limitation surcharge will be applied, the supplier is entitled to charge a default interest on the due amount when the payment term is exceeded that is equal to the statutory interest as referred to in BW 6: 119a. This interest is due from the due date until the day of full payment. Insofar as no payment has been made after the expiration of 30 days after the due date, the interest percentage in Article 20 paragraph 3 is increased by 2 percentage points.
20.5 If the customer has not yet paid on the due date without having rightly invoked a legal or contractual right of suspension, the supplier is entitled to suspend the related delivery obligation until that payment has been made, or to require cash payment, advance payment or adequate securityfor what is still to be delivered.

Article 21. Default of a party
21.1 If a party remains in default and if it follows from the agreement that a strict deadline is attached to it, the negligent party is immediately in default.
21.2 If a party fails to comply with its obligations under this agreement and the other party gives notice of default in writing in connection with this, the negligent party will set a  reasonable period in which to fulfill its obligations.
21.3 In urgent cases, the other party is entitled to take such measures at the expense of the negligent party as it reasonably believes to be useful for the performance of the agreement. Parties shall ensure that the costs arising from the application of the measures referred to are kept within reasonable limits.
21.4 If a party is and remains negligent to fulfill its obligations based on the provisions of the preceding paragraphs, the other party is entitled to terminate the agreement, without prejudice to its right to compensation and other rights.
21.5 Without prejudice to the provisions of the law, a party is deemed to be legally in default in the event that:
a. it is declared bankrupt;
b. is applies for a suspension on payments;
c. any lawful attachment is made against it by a third party, unless this is lifted within one month, whether or not secured;
d. it ceases its business operations.
21.6 In a case as referred to in the preceding paragraph, the other party has the right in the cases under a, b and d. without notice of default or judicial intervention immediately terminate the agreement in writing and in the case sub. c. after judicial intervention and then only if the attachment justifies the dissolution.
21.7 If a party proceeds to collection, the extrajudicial costs will be borne by the negligent party with a minimum of € 250.00. The mere fact that a party assures itself of the help of a third party to persuade the other party to perform, shows the other party's obligation to pay extrajudicial costs. If the bankruptcy of a party is requested within the framework of collection measures, this party also owes the usual costs of a bankruptcy petition in the relevant district. In the case of judicial recovery, including a petition for bankruptcy, interest and extrajudicial costs are due in addition to the legal costs.
21.8 The provisions of the preceding paragraphs are without prejudice to the right of the other party:
- to immediately demand full payment of what the negligent party owes under the agreement;
- to enforce all other rights with regard to shortcomings as determined elsewhere in these terms and conditions or the agreement.

Article 22. Power of suspension in the event of uncertain performance by the other party
A party that is obliged to perform first is entitled to suspend the performance of its performance if, after concluding the agreement, circumstances come to its knowledge that give it good reason to fear that the other party will not comply or will not comply in time with its opposite obligation(s).

Article 23. Disputes
23.1 For the settlement of the disputes referred to in this article, the parties waive their right to submit them to the ordinary court, except in the case of taking precautionary measures and the provisions to maintain them, conducting summary proceedings and subject to the authority described in the third paragraph.
23.2 All disputes that may arise between the parties - including those that are only considered as such by one of the parties - that may arise as a result of the agreement or the agreements arising therefrom, shall be settled by arbitration in accordance with the rules, described in the articles of association of the Arbitration Board for Construction as they stand 3 months before the conclusion of the agreement.
23.3 Contrary to the provisions of the second paragraph, disputes that fall within the competence of the subdistrict court may be submitted to the competent subdistrict court for the choice of the most ready party.

Article 24. Final provision
Dutch law applies to the agreement and all agreements resulting from it.