General terms and conditions of Mareco Kunststoffen B.V

   
1.0

Application

1.1 All offers and quotations and deliveries by Mareco Kunststoffen B.V. and/or Mareco Gereedschapmakerij B.V. shall be governed by these General Terms and Conditions of delivery and payment, unless explicitly agreed otherwise in writing.
1.2 If the customer's order includes terms and conditions that differ from or do not occur in the present General Terms and Conditions, such differing terms and conditions shall only be binding on Mareco Kunststoffen B.V. and/or Mareco Gereedschapmakerij B.V. if and to the extent that Mareco Kunststoffen B.V. and/or Mareco Gereedschapmakerij B.V. has explicitly accepted them in writing.td>
1.3 Where Mareco is mentioned in these General Terms and Conditions this shall be taken to refer to Mareco Kunststoffen B.V. or Mareco Gereedschapmakerij B.V., depending on with which of these two companies an agreement is entered into.
2.0

Offers and quotations

2.1 All offers and quotations shall not be binding, unless explicitly stated otherwise.
2.2 Designs, pictures, drawings, any dimensions, weights and colours stated shall only serve for clarification purposes and shall not be binding.
2.3 If any details provided by the customer in the application or agreement are found to be incorrect, we shall have the right to adjust our prices accordingly.
3.0

Orders

3.1 Orders shall only be binding if they have been confirmed in writing by Mareco.
3.2 The customer shall always be under the obligation to fully inform Mareco prior to the order as regards any quality requirements applied by the customer. If the customer fails to do so and this is found out after Mareco has accepted the order, Mareco shall have the right to dissolve the agreement without any right to compensation of whatever nature ensuing for the customer.
3.3 Non-functional differences between designs, pictures, drawings, dimensions and all other specifications and quality statements and the actual construction of that which was delivered shall not entitle the customer to any compensation in whatever form or of whatever nature.
4.0

Prices

4.1 Our prices are based on the factors that determine our costs and that are applicable to us at the time of the offer. If the prices of these cost-determining factors increase after 3 months have lapsed since the date of the offer and/or confirmation, even if this increase was due to circumstances which could have been foreseen at the time when the offer was made or the order was confirmed, we shall have the right to increase the agreed price accordingly and this price increase shall then be binding on the customer.
4.2 All prices of imported goods shall be based upon the exchange rate of the foreign currency of the country of origin. If the daily exchange rate on the day of delivery is different from the one on which the sales prices had initially been based, Mareco shall have the right to pass on the price-increasing consequences of the changed rate to the customer.
4.3 All prices are calculated ex works or ex warehouse. Even in the event of 'franco', i.e. free, delivery to the address stated by the customer or if the goods are delivered by our own delivery service, the costs of transport shall always be at the expense of the customer, unless otherwise agreed.
5.0

Delivery time

5.1 The delivery time shall start on the date when Mareco receives the order in writing.
5.2 Agreed delivery times being exceeded due to any cause whatsoever shall not result in an entitlement to damages or to the agreement being dissolved, unless otherwise agreed in writing. Acceptance or payment of the goods and/or services and/or instalments cannot be refused for this reason.
5.3 The delivery time shall not start and/or shall be suspended if the customer fails to comply with its payment obligation as stated in article 14.
6.0

Deliveries

6.1 Delivery is made on the day when the goods ordered are ready for delivery in the workshop or warehouse.
6.2 Delivery shall be made, duly observing the provisions of article 4.2, to the address stated by the customer if explicitly agreed.
6.3 The goods must be received within 8 days of delivery. If this period is exceeded, Mareco Kunststoffen B.V. and/or Mareco Gereedschapmakerij B.V. shall have the right to transfer the goods to a storage location at the customer's expense and to charge the costs of storage to the customer.
6.4 Mareco shall be entitled to split up an order into sub-deliveries and to send invoices for the individual sub-deliveries, reserving the right to demand payment for every sub-delivery invoiced in accordance with the applicable conditions of payment.
7.0

Risks and transport insurance

7.1 The goods shall be at the customer's risk as soon as they are ready for delivery.
7.2 Mareco shall insure the shipped goods against normal transport risks at the customer's request and expense. Any and all liability of Mareco for damage or loss that might be incurred by, during, or in connection with the transport of the goods, regardless of how and due to whose fault such damage or loss was caused, shall be explicitly excluded. This shall also apply to any damage or loss, none excluded, incurred by the transport insurance not offering full coverage, regardless of the reasons why or the person by whom this was caused. Furthermore, the customer shall indemnify Mareco against any agreements made by third parties regarding this matter.
7.3 Unless explicitly agreed otherwise in writing, the customer shall provide insurance cover against fire and/or other risks for all of the customer's property (moulds and other property) that is present at Mareco.
8.0

Packaging

8.1 If necessary, the goods will be packed with all due care. If desired, the packaging will be taken back by Mareco at the customer's expense.
9.0

Changes to the order

9.1 Any and all changes to the order, either as instructed by the customer or as ordered by third parties, or as a result of the fact that another construction or configuration is necessary due to any circumstances, shall be considered extra work if they involve extra costs and shall be considered less work if they result in lower costs. If, due to circumstances that were not known at the time of the offer or quotation or the order confirmation, Mareco has to perform more work than agreed or has to perform work under circumstances that are more difficult than was known to Mareco at the time when the agreement was entered into, Mareco shall be entitled to pass any resulting extra costs on to the customer. If the customer does not agree with the extra costs in question, it shall have the right to cancel that part of the order which has not been performed yet.
10.0

Copyrights

10.1 As regards any designs, drawings and models made and methods of production used by Mareco, Mareco explicitly reserves all rights to and resulting from intellectual property rights, such as rights to models, copyrights and patents, unless otherwise agreed.
10.2 Any and all designs, drawings, models, estimates, schedules, quality manuals etc. provided by Mareco shall remain the property of Mareco and shall immediately be returned to Mareco at its request. Without Mareco's explicit permission in writing, they shall not be copied or shown or made available to third parties in whole or in part, nor shall they be used by the customer to produce goods and/or services to which they relate.
11.0

Assembly

11.1 Unless otherwise agreed, all responsibility and/or liability for goods delivered by Mareco which have been assembled by parties other than Mareco shall be excluded.
11.2 The costs of assembly by Mareco are not included in the prices stated and shall be invoiced separately, unless otherwise agreed.
12.0

Guarantee

12.1 The quality of the products manufactured by Mareco and the quality of the materials used are guaranteed by Mareco, in accordance with the following provisions.
12.2 In the event of moulds, dies or other tools being delivered whose service life as specified in the order confirmation is explicitly determined by the number of items to be produced on them or using them, the duration of the applicable guarantee shall be linked to the tool life agreed in the order. The guarantee provisions shall not apply if such tools are used other than for their intended purpose or in the event of insufficient maintenance or insufficient preventative maintenance.
12.3 No guarantee is provided in respect of products that have deformed, whose dimensions are no longer accurate or that otherwise no longer comply with the specifications due to ageing, the absorption of moisture or other external causes which may occur during storage or while using the products in question.
12.4 Unless agreed otherwise, flow joints or respectively flash lines are permitted in injection moulded products and mouldings, and fracture and/or deformation caused by such joints or flows are not covered by the guarantee.
12.5 These guarantee provisions shall take effect if the defect has been brought to Mareco's attention within 8 days of the defect revealing itself.
12.6 The guarantee on all products other than those mentioned in article 12.2 shall never be longer than three (3) months, unless otherwise agreed.
12.7 Mareco will replace faulty products, upon their being sent to Mareco, by new products for free within the guarantee period referred to above, but Mareco will not assemble such new products. This provision does not apply if the customer has made the material available or if the material has been prescribed specifically by the customer. In the latter event Mareco's duty of care is limited to a receiving inspection of said materials, as may be reasonably required of Mareco.
12.8 In the event of material defects, the goods in question will be repaired or replaced by new goods after the goods in question have been returned to Mareco at its request.
12.9 Parts that are replaced by new parts will thus become Mareco's property.
12.10 Mareco shall not be held to any further obligations or damages whereas the customer shall indemnify Mareco against third-party claims. Dissolving the agreement pursuant to said defects shall not be possible.
12.11 The guarantee shall not apply in respect of defects which are due to unprofessional use and/or assembly and/or which are a result of Mareco following governmental regulations in respect of the nature and quality of the materials applied.
12.12 The guarantee obligations as stated above shall not apply if the customer is in default as regards complying with any obligation from the agreement or from other agreements between the parties.
12.13 The above guarantee provisions shall not apply in the event that Mareco acts as a supplier of products or parts of products which the customer processes in or on its own products through assembly, gluing or otherwise, as a result of which the autonomy of Mareco's products is unambiguously lost, unless otherwise agreed.
13.0

Complaints

13.1 Substantiated complaints must be made in writing within 8 days of receiving the goods.
14.0

Conditions of payment

14.1 Unless otherwise agreed in writing, cash net payment must be made within 30 days of the date of the relevant invoice drawn up, as stipulated below:
50% upon the agreement being signed.
30% when 50% of the work for the goods and/or services to be delivered has been finished.
20% when the goods are ready for shipment.
14.2 If payment is not made within the term of payment as referred to in this article, Mareco shall have the right to charge compensation for lost interest at a rate of 10% per year or the statutory interest rate – if this is higher – on the then outstanding amount, without any notice of default being required and with effect from the end of this term of payment.
14.3 Furthermore, Mareco shall have the right to demand that besides the purchase price and interest the customer pay all judicial and extrajudicial collection costs that are due to the failure to make payment. The customer shall have to pay extrajudicial collection costs for every event where Mareco has engaged a third-party's help to collect the money owed. Such extrajudicial costs shall be 15% of the amount owed, to a minimum of EUR 500.
15.0

Reservation of title

15.1 For as long as the customer has failed to make full payment of the entire amount agreed, all goods delivered shall continue to be Mareco's property.
15.2 If the customer fails to comply with one or more contractual obligations in respect of Mareco, the supplier shall have the right to take back the goods, without any notice of default being required, and in this event the agreement has also been dissolved without judicial intervention, without prejudice to Mareco's right to claim compensation of its damage or loss, lost profits and interest.
16.0

Special circumstances on the customer's part

16.1 The claim for payment shall become payable immediately if the customer is declared bankrupt, applies for suspension of payments, any part of the customer's capital assets is seized or attached, or the customer dies, and furthermore, if the customer is a partnership, a public limited liability company or a private limited liability company, when the company goes into liquidation or is dissolved.
16.2 In the above events, Mareco shall also have the right to terminate or suspend the agreement or any part of the agreement that has not been performed yet without notice of default or judicial intervention and without prejudice to Mareco's right to demand compensation for any damage or loss incurred to Mareco as a result.
16.3 If any of the conditions listed in 16.1 occurs, Mareco shall have the right to demand immediate advance payment of the full purchase price of the goods and/or to demand the provision of security for the agreed price, such to be decided by Mareco.
17.0

Force Majeure

17.1 In the event of Force Majeure, which shall at least cover internal civil disruption, mobilisation, war, transport being blocked, work strikes, lock-outs, business interruptions, delays in supply, fire, floods, import and export restrictions and all other circumstances, including the event that Mareco's own suppliers prevent Mareco from delivering, regardless of the underlying reason, as a result of which Mareco cannot be reasonably expected to fulfil the agreement, the performance of the agreement will be suspended or the agreement may be terminated through a registered letter, always without any obligation to pay damages.
18.0

Dissolution

18.1 If the customer fails to comply with any of its obligations from the agreement or pursuant to these Terms and Conditions, Mareco shall have the right to dissolve all agreements entered into with such customer without any judicial intervention or notice of default being required and without prejudice to Mareco's right to claim compensation for damage or loss, lost profit and interest.
19.0

Dutch law

19.1 This agreement shall be exclusively governed by Dutch law. The “Uniform Law on the International Sale of Goods” and the "Uniform Law on the Formation of Contracts for the International Sale of Goods” shall not apply.
20.0

Disputes

20.1 Any and all disputes that may arise between the parties out of the performance of this agreement, including any disputes that are only considered as disputes by one of the parties, however excluding late payment, shall be adjudicated by an arbitration tribunal, to the exclusion of the ordinary judiciary. Such arbitration tribunal shall be appointed in accordance with the Articles of Association of the Dutch Arbitration Board for the Metal Trade and Industry and it shall pass its judgment duly considering such Articles of Association.
20.2 If a customer raises a dispute where such customer has not complied with its full payment obligation, such dispute will not be able to be brought before the arbitration tribunal until the customer has complied with its payment obligations whereas Mareco can, at its discretion, apply for an enforceable order from the competent court or the arbitration tribunal.
21.0

General Terms and Conditions of SMECOMA

  The SMECOMA conditions, also referred to as the METAALUNIE conditions: The General Terms and Conditions of delivery and payment for the Dutch Metal Trade, as applicable for the most recent version, filed with the Clerk of the Rotterdam District Court, shall apply unimpaired to the extent that the above Terms and Conditions do not deviate from them. They shall complement the above Terms and Conditions in respect of the subjects provided for in the present Terms and Conditions or they shall provide for subjects not provided for in the present Terms and Conditions.