GENERAL TERMS AND CONDITIONSof MARECO KUNSTSTOFFEN B.V. and MARECO GEREEDSCHAPMAKERIJ B.V. Venlo, 1 November, 2008 1.0 Application1.1 These general terms and conditions of delivery and payment apply to all offers and deliveries of Mareco Kunststoffen B.V., unless explicitly agreed otherwise in writing.
1.2 Should a customer’s order include terms and conditions that deviate from – or are not mentioned in – the present terms, they will only oblige Mareco Kunststoffen B.V. if and as far as Mareco Kunststoffen B.V. has explicitly accepted them in writing.
1.3 When we mention Mareco in the General Terms and Conditions we refer either to Mareco Kunststoffen B.V. or to Mareco Gereedschapmakerij B.V., depending on the company with whom you made a contract. 2.0 Offers2.1 All offers are without engagement unless explicitly mentioned otherwise.
2.2 Designs, pictures, plans, given sizes, weights and colors are only meant as explanation and they are not compulsory.
2.3 If the customer gives wrong information in his order or contract, we have the right to adjust our prices accordingly. 3.0 Orders / requests3.1 Orders / requests are only compulsory when confirmed in writing by Mareco Kunststoffen B.V..
3.2 The customer always has to inform Mareco Kunststoffen B.V. completely about his quality requirements. If he does not do so and Mareco Kunststoffen B.V. finds out after accepting the order, Mareco Kunststoffen B.V. has the right to cancel the contract without giving the customer any right to compensation for whatever reason.
3.3 Non-functional differences between designs, pictures, plans, sizes plus all other specifications and quality statements and the real construction of the product don’t give the customer any right to compensation in whatever way or for whatever reason. 4.0 Pricing4.1 Our prices are based upon our costs defining factors valid at the time of the offer. If after a lapse of three months after the date of the offer and/or the confirmation the prices of these costs defining factors rise, even if they rise as a result of circumstances expected at the time when the offer and/or confirmation was made, we are entitled to increase the agreed price accordingly, which will be compulsory to the customer.
4.2 All prices of imported goods are based upon the rate of exchange of the foreign currency in the country of origin. If on the day of delivery the rate of exchange is different from the one on which the sales prices were based at first, Mareco Kunststoffen B.V. has the right to charge to the customer the price rising consequences of the changed rate.
4.3 All prices are counted ex works respective storage room. Even if the shipment to the delivery address, given by the customer, is post-free or if the goods are delivered by our own transport, transport costs will always be charged to the customer, unless agreed otherwise. 5.0 Delivery time5.1 The delivery time starts on the date that Mareco Kunststoffen B.V. receives the order in writing.
5.2 Exceeding of the agreed delivery time – caused by whatever circumstance – does not grant any right to indemnity compensation or cancellation of the contract, unless agreed otherwise in writing. The reception or payment of the goods and/or services and/or terms cannot be refused for this reason.
5.3 The delivery time does not start respective will be suspended if the customer does not meet his payment liabilities mentioned in article 14. 6.0 Deliveries6.1 The delivery takes place on the day that the ordered products are ready for delivery in the workshop respective the storage room.
6.2 Having regard to article 4.2, the delivery takes place at the address given by the customer if explicitly agreed.
6.3 Purchase has to take place within 8 days after delivery. If this period has passed by, Mareco Kunststoffen B.V. has the right to take the goods to a storage place at the expense of the customer and to charge the storage costs to the customer.
6.4 Mareco Kunststoffen B.V. is entitled to split up and invoice an order into part deliveries, preserving the right to demand a payment per invoiced part delivery, in accordance with the valid conditions of payment. 7.0 Risks and transport insurance7.1 From the moment that the goods are ready for delivery they are at the customer’s risk.
7.2 Mareco Kunststoffen B.V. insures at the request and for the account of the customers the shipped goods against normal transport risks. Mareco Kunststoffen B.V. is never responsible for damage caused by, during or in connection with the transport of the goods, no matter how and by whom it is caused. This also concerns any damage, without any exception, that is suffered, because the transport insurance does not – for whatever reasons and by whomsoever – lead to complete cover. The customer also protects Mareco Kunststoffen B.V. from all agreements, made in those matters by a third-party.
7.3 Unless otherwise written and signed agreed, the customer has to take care of the insurance against the risk of fire and/or other risks of all his propery (moulds and other goods) that is present at Mareco Kunststoffen B.V.. 8.0 Packing8.1 The goods will be packed – if necessary – with required accuracy. The packing materials will be taken back, if desired, by Mareco Kunststoffen B.V. at the expense of the customer. 9.0 Change of order9.1 All changes of the order, either by order of the customer, or by order of a third-party, or as a result of whatever other circumstance that makes a modification necessary, will be considered as additional work and in case of lower costs they will be considered as less work. If Mareco Kunststoffen B.V., as a result of circumstances, unknown at the time of the offer or the acknowledgement, has to do more work than agreed or has to work under circumstances more difficult than known at the moment of signing the contract, Mareco Kunststoffen B.V. is entitled to charge the resulting extra costs to the customer. If the customer cannot agree with the resulting extra costs, he has the right to cancel the non-executed part of the order. 10.0 Copyright10.1 With regard to the designs, plans and prototypes made by Mareco Kunststoffen B.V., as well as the used production methods, Mareco Kunststoffen B.V. preserves explicitly all rights to and resulting from rights of intellectual property, like rights to prototypes, copyrights and patents, unless agreed otherwise.
10.2 All designs, plans, prototypes, estimations, diagrams, quality manuals, etc. delivered by Mareco Kunststoffen B.V. will remain property of Mareco Kunststoffen B.V. and have to be returned immediately at his request. Without the explicit permission in writing by Mareco Kunststoffen B.V. nobody is allowed to copy them completely, nor partly, to hand them over to a third-party nor to give them on approval. The customer is also not allowed to use them for the production of involved goods and/or services. 11.0 Assembly11.1 Unless agreed otherwise Mareco Kunststoffen B.V. cannot be held responsible respective liable for the assembly of the goods (delivered by Mareco Kunststoffen B.V.) by others than Mareco Kunststoffen B.V..
11.2 Assembly costs made by Mareco Kunststoffen B.V. are not included in the given prices and will be charged separately, unless agreed otherwise. 12.0 Guarantee12.1 The reliability of the products, made by Mareco Kunststoffen B.V., as well as the quality of the used materials, are guaranteed by Mareco Kunststoffen B.V. with due regard to the following conditions. 12.2 In case of delivery of moulds, stamps or other tools, of which the term of life, as specified in the confirmation of the order, is explicitly fixed by the to be produced number of articles with or on those tools, the guarantee period is geared to the in the order agreed tool life. In case of usage other than the intended purpose or in case of insufficient maintenance respective preventive maintenance, the terms of guarantee are not applicable.
12.3 No guarantee will be given to products that are deformed, not at size or in any other way beyond the specifications as a result of ageing, moisture or any other external causes, which can occur during storage or usage of the products involved.
12.4 Unless agreed otherwise flow joints respective flash lines are permitted, and fraction and/or deformation caused by those lines are beyond guarantee.
12.5 These terms of guarantee become effective if the defect is announced to Mareco Kunststoffen B.V. within 8 days after its revelation.
12.6 The guarantee period of all products, other than the ones mentioned in article 12.2, will never be longer than three (3) months, unless agreed otherwise.
12.7 Defective products will be replaced by new ones free of charge within above mentioned guarantee period, yet not assembled, this after returning the defective parts. This condition does not apply if the customer has put the material at disposal or if the customer has specifically required the material. In the last case the duty of Mareco Kunststoffen B.V. is limited to a reasonably required incoming inspection of the meant materials.
12.8 In case of faults in material the goods in question will be repaired or replaced by new ones, after the goods in question have been returned to Mareco Kunststoffen B.V. at his request.
12.9 Parts that will be replaced by new ones will become the property of Mareco Kunststoffen B.V. by so doing.
12.10 Mareco Kunststoffen B.V. cannot be kept to any further obligations or indemnity compensation, while the customer protects Mareco Kunststoffen B.V. from claims of a third-party. Cancellation of the contract by reason of the mentioned faults is impossible.
12.11 There can be no question of guarantee with regard to faults, being a result of incompetent usage respective assembly and/or a result of Mareco Kunststoffen B.V.’s obedience of government regulations with regard to the sort and the quality of the used materials.
12.12 The terms of guarantee as mentioned above do not apply if the customer does not meet every obligation out of the contract or out of other contracts existing between the parties.
12.13 The above mentioned terms of guarantee do not apply in case Mareco Kunststoffen B.V. acts as subcontractor of (parts of) products, which will be assembled, bond or otherwise processed by the customer in or to his own products, as a result of which the uniqueness of Mareco Kunststoffen B.V.’s products gets lost unambiguously, unless agreed otherwise. 13.0 Complaints13.1 Complaints must be put in within 8 days after the delivery of the goods, in writing and specified. 14.0 Terms of payment14.1 Unless agreed otherwise in writing, payment of the involved invoice has to take place 30 days net cash as follows:
50 % at realization of the contract
30 % when the operations for the to be delivered goods and/or services are half-way through
20 % when the goods are ready for shipment
14.2 If payment has not taken place within the terms of payment mentioned in this article, Mareco Kunststoffen B.V. is entitled to charge, from the end of this period due to loss of interest, without notification of default, an indemnity to the amount of 10 % per year or the legal interest – if higher – on the at that moment outstanding amount.
14.3 Farther Mareco Kunststoffen B.V. is entitled to claim, next to the customer’s purchase price and interest, all collecting charge, both judicial and extra-judicial, which have not been caused by payment. The customer owes extra-judicial collecting charge for any case in which Mareco Kunststoffen B.V. has secured help from a third-party for the recovery. This is 15 % of the amount due with a minimum of € 500,--.. 15.0 Ownership15.1 As long as the customer has not paid the agreed amount in total, all delivered goods remain property of Mareco Kunststoffen B.V..
15.2 Should the customer not fulfill all obligations of the contract to Mareco Kunststoffen B.V., Mareco Kunststoffen B.V. has the right without notification of default to take back the goods, in which case the contract will be cancelled even without judicial intervention, maintaining Mareco Kunststoffen B.V.’s right to indemnity compensation, deprived profit and interest. 16.0 Special circumstances at the customer’s side16.1 Payment can be required immediately in case the customer is adjudicated bankrupt, applies suspension of payment or in case of seizure of the customer’s property, in case the customer dies and further, if being in a company, a limited liability company or a private limited company, the company gets involved in liquidation or dissolves.
16.2 In the mentioned cases Mareco Kunststoffen B.V. is entitled to end or postpone the contract or the non-executed part of it, without notification of default or judicial intervention, maintaining Mareco Kunststoffen B.V.’s right to demand compensation for possible damage that might occur to him.
16.3 If one of the in article 16.1 circumstances occurs, Mareco Kunststoffen B.V. has the right to claim the complete purchase price of the goods immediately payable in advance and / or to demand security for the agreed price; this as Mareco Kunststoffen B.V. wishes. 17.0 Superior power17.1 In case of superior power, including domestic riots, mobilization, war, obstruction, strike, exclusion, operational trouble, stagnation of supply, fire, flooding, import and export obstructions and all other circumstances, including also the fact that Mareco Kunststoffen B.V. is prevented from delivering by his own suppliers, for whatever reason, in which case fulfillment of the contract by Mareco Kunststoffen B.V. cannot reasonably required, the completion of the contract will be postponed, or the contract can be cancelled by registered post, without any obligation to compensation. 18.0 Dissolution18.1 Should the customer not fulfill all obligations of the contract or on account of these terms and conditions, Mareco Kunststoffen B.V. has the right to dissolve all contracts made with the customer in question, without notification of default or judicial intervention being required, and maintaining Mareco Kunststoffen B.V.’s right to indemnity compensation, deprived profit and interest. 19.0 Under Dutch law19.1 The contract in question applies under Dutch law. Not applicable are “de Eenvormige Wet Betreffende Internationale Koop Van Roerende Lichamelijke Zaken” and the “Eenvormige Wet Betreffende De Tot Standkoming Van De Internationale Koop Van Roerende Lichamelijke Zaken.” 20.0 Differences20.1 All differences that should occur as a result of the completion of the contract in question, including those differences that are considered as such by only one of the parties, however with the exception of the absence of payment, are submitted to arbitration, exclusive of a regular judge. This court of arbitration is nominated in accordance with the regulations of the Counsel of Arbitrage for the Metal Industry and Commerce and gives judgment with due observance of those regulations.
20.2 Should a customer start a dispute, while he has not (yet) met his obligation of payment completely, this difference can only be put to the court of arbitration after the customer has met his obligation of payment completely, while Mareco Kunststoffen B.V. can in that case, if he wishes, ask the competent judge or the court of arbitration for a so called “executoriale title”.
21.0 General terms and conditions SMECOMA
The Smecoma-conditions, also defined as Metaalunie-conditions: Standard conditions of delivery and payment issued by the 'Metaalunie', referred to as the METAALUNIE CONDITIONS and previously as the SMECOMA CONDITIONS, filed at the Registry of the District Count in Rotterdam on 1 january 2001. Publication of the Metaalunie, P.O.Box 2600, 3430 GA Nieuwegein.
These conditions are, as far as the mentioned conditions do not differ, applicable without concession. They complete the above conditions regarding the items, regulated in there, respective regulate those items that these conditions do not cover.
Open the METAALUNIE CONDITIONS. (pdf)
|
General Conditions 
