General terms and conditions


filed at the Registry of the District Court in Amsterdam on 15-06-2012, no. 12-55

1. Applicability
These General Terms and Conditions of Sale apply to all agreements between KONIJNENBURG and its customers, as well as to all offers or orders made by the buyer, to the exclusion of any general terms and conditions of the customer, of whatever nature. Agreements shall expressly be understood to include agreements concluded between the buyer and KONIJNENBURG at a distance. Departures from the applicability of these General Terms and Conditions and from these General Terms and Conditions themselves shall not be binding on KONIJNENBURG until confirmed to the purchaser in writing. At the time of entering into an agreement, the buyer shall be deemed to agree to the exclusive applicability of these General Terms and Conditions; the same shall apply to further orders given by the buyer, whether given verbally, by telephone, by e-mail, by fax or in any other manner, so that a written confirmation by KONIJNENBURG is not yet necessary.

2. Offers
1. All its offers, both oral and written, shall be without obligation and based on the information provided by its customers at the time of application.
2. All price lists, brochures and other data provided with an offer are given as accurately as possible. These shall only be binding on KONIJNENBURG if expressly confirmed in writing. KONIJNENBURG is not obliged to provide details unless otherwise agreed in writing.
3. All brochures, photos, price lists and all technical data provided with the offers in the form of drawings, designs, models, samples etc., as well as all other written documents, shall remain the express intellectual property of KONIJNENBURG. Without prior written consent, the Buyer is expressly prohibited from copying and/or allowing third parties to use and/or resell such information. The use of such information shall be limited to own use in the context of the offer and any order issued.
4. The prices offered apply only to the quantities offered.
5. If no prior written acceptance of an order has taken place, for example in the case of sale from warehouse stocks, the purchase contract shall be concluded by KONIJNENBURG complying in full or in part with a request for delivery from the buyer, or by KONIJNENBURG sending an invoice to a buyer who has requested delivery.
6. KONIJNENBURG shall not be liable for errors and deviations from illustrations, drawings and statements of sizes and weights as well as all other specifications appearing in price lists or advertising material and offers and/or order confirmations.

3. The Agreement
1. A contract shall only come into effect when KONIJNENBURG has expressly accepted or confirmed the order or any change to the order in writing.
2. Any subsequent additions and/or changes as well as (verbal) commitments by KONIJNENBURG or its representatives, agents or other intermediaries shall only be binding if KONIJNENBURG has confirmed these in writing by a person authorised to do so.
3. For deliveries or activities for which according to their nature and scope no offer or order confirmation is sent, the invoice shall also be regarded as an order confirmation, which shall also be deemed to accurately and fully reflect the agreement.
4. Each agreement is entered into under the suspensive condition that the buyer proves to be sufficiently creditworthy for the financial performance of the agreement.
5. Upon or after entering into the agreement, KONIJNENBURG shall be entitled to demand security from the buyer, prior to (further) performance, that both payment and other obligations will be fulfilled.
6. KONIJNENBURG is entitled to engage third parties for the proper execution of the contract. If possible, KONIJNENBURG shall consult the customer in this respect.
7. If the buyer wishes to change or cancel the agreement entered into, he shall be obliged to compensate KONIJNENBURG for all damage, including loss of profit and all costs arising from the change or cancellation.

4. Force majeure
1. Force majeure shall for this purpose mean any circumstance beyond the control of the parties or unforeseeable circumstances as a result of which fulfilment of the agreement can no longer reasonably be required of KONIJNENBURG by the buyer. Force majeure" shall in any case include: work strikes, excessive (sick) absence of personnel, transport difficulties, insufficient supply of raw materials/parts, fire, government measures, including import and export bans, quota restrictions, business interruptions at the supplier(s), as well as breach of contract by the supplier(s), as a result of which KONIJNENBURG is unable (or no longer able) to fulfil its obligations to the Buyer.
2. If in the opinion of KONIJNENBURG the force majeure shall be of a temporary nature, KONIJNENBURG shall be entitled to suspend performance of the contract for as long as the circumstance causing the force majeure no longer exists.
3. If, in the opinion of KONIJNENBURG, the force majeure situation is of a permanent nature, the parties may come to an arrangement concerning dissolution of the agreement and the consequences thereof. KONIJNENBURG shall not be obliged to pay any compensation, of whatever nature.
4. KONIJNENBURG shall be entitled to claim payment for the performance carried out in the execution of the relevant agreement before the force majeure-causing circumstance became apparent.

5. Prices
1. Unless a binding offer term applies, all quotations shall be without obligation.
2. Unless stated otherwise, the prices are
- based on the level of purchase prices, wages, labour costs, social and governmental costs, freight, insurance premiums and other costs applicable on the offer or order date, as the case may be;
- based on delivery ex works/warehouse or another place of destination indicated by the Buyer, unless agreed otherwise in writing and without prejudice to the provisions in clause 6.2;
- exclusive of VAT and other duties;
- stated in EURO'S.
3. Unless otherwise agreed, a minimum order value of EURO 50 (fifty) net applies.
4. In the event of an increase in one or more of the cost price factors and in particular a change in the exchange rate of the EURO against the foreign currency applicable to the contract, KONIJNENBURG shall be entitled to adjust the order price accordingly.

6. Transport costs and transport risk
1. The method of transport, shipment, packaging etc. shall be determined by KONIJNENBURG as a good merchant if no further instructions have been given to KONIJNENBURG by the buyer. Any specific wishes of the Buyer regarding packaging and/or transport, including relocation within the premises, shall only be carried out if the Buyer reimburses the costs thereof.
2. Goods shall in principle be transported at the buyer's risk.
3. For orders with an invoice value lower than EURO 350.- excluding VAT, KONIJNENBURG shall be entitled to charge freight and handling costs, unless otherwise agreed.

7. Delivery and delivery time
1. Unless otherwise agreed, delivery shall be ex factory/
2. The agreed delivery time or period shall commence on the day KONIJNENBURG has all necessary information and documents at its disposal. The time of delivery without prejudice to the provisions of Clause 16 shall be the moment the goods are unloaded/loaded (the actual transfer). The chosen Incoterms (latest edition) shall apply to all deliveries.
3. The buyer shall be obliged to check the delivered goods or the packaging for any shortages (defects) or damage at the latest within one working day after delivery, or to carry out this check within ten days of being informed that the goods are at the disposal of the buyer. The purchaser shall report any shortages and/or damage found on delivery to KONIJNENBURG no later than within one working day of delivery, failing which KONIJNEN-BURG shall be entitled not to consider complaints in this respect.
4. KONIJNENBURG is entitled to deliver in parts (partial deliveries) which may be invoiced separately. The buyer shall then be obliged to pay in accordance with the provisions of Clause 14 of these Terms and Conditions, unless otherwise agreed in writing.
5. If the goods are not accepted within ten days of notification of delivery or, in the case of call-off contracts, the agreed call-off period has not been observed by the buyer, KONIJNENBURG shall be entitled to invoice the goods in question while from that time onwards they shall be stored at the full expense and risk of the buyer.
6. Agreed delivery times are always approximate. If the agreed delivery time is exceeded, the buyer shall be entitled to set KONIJNENBURG a reasonable further delivery time by registered letter.
7. Such exceeding shall not entitle the buyer to cancel the order or refuse receipt or payment of the goods, nor shall it oblige KONIJNENBURG to make any compensation to the buyer, nor to deliver from stock, if purchased on supply from the factory. For specially ordered products with a long delivery time, specific application or required inspections, a time limit shall apply which shall be in proportion to the complexity and the delivery time of the product.

8. Warranty, service and complaints
1. KONIJNENBURG guarantees delivered new products for a period of three months from delivery or dispatch, i.e. it shall repair or replace free of charge (at its discretion) any parts which may become defective during this period due to faulty construction, provided that such defect is notified to it in writing immediately upon discovery and in any event within the time limits stated in Clause 8 and, to the extent KONIJNENBURG so desires, the part concerned is immediately dispatched free of charge.
2. The above warranty in respect of repair or free delivery of a new part shall not include any statutory charges on the part to be provided free of charge, as well as import duties and sales tax; these shall be borne by the Buyer.
3. Defects to goods delivered may be repaired or replaced by new delivery at the sole discretion of KONIJNENBURG if, in the opinion of KONIJNENBURG or that of the manufacturer, the defects are due to construction faults, the materials used or the execution which render the goods unusable by the buyer for the purpose for which they were intended. Wear parts, such as running surfaces of wheels and bearings are not covered by this warranty.
4. If the purchaser has not submitted a written claim for defects to KONIJNENBURG within seven working days of delivery of the goods, the purchaser shall be deemed to have accepted the goods. If the buyer complains, he shall leave the goods unaltered until KONIJNENBURG has had the opportunity to investigate the complaints.
5. Returns shall only be accepted by KONIJNENBURG if:
(a) KONIJNENBURG has given its prior written consent;
b) they are carriage paid to KONIJNENBURG, unless otherwise agreed;
c) this relates to stock or standard materials and
d) the delivery was not made more than six weeks ago, unless otherwise agreed.
6. If KONIJNENBURG has to carry out repair or research outside its own facility, KONIJNENBURG shall be entitled to charge the Buyer for travel and accommodation expenses, as well as any transport costs and the costs of the testing equipment to be used. Examination and repair shall in principle take place within our company during normal working hours. If the goods offered for examination or repair are found not to be defective, all costs incurred shall be borne by the customer, with a minimum charge of EURO 60 net.
7. All claims for repair or replacement lapse if the buyer himself makes changes or repairs to the delivered goods or has them made, or does not use the delivered goods accurately in accordance with any accompanying instructions or otherwise treats them injudiciously, uses them or uses them for purposes other than the original purpose given to them.
8. Failure by the buyer to fulfil any of his obligations shall release KONIJNENBURG from its obligations under this article.
9. Apart from the obligation in the first paragraph of this article, KONIJNENBURG shall not be liable for any compensation. Nor shall KONIJNENBURG be liable for damage or injury caused to goods or persons during the work at the buyer's premises pursuant to the obligations under this Clause.

9. Tolerances regarding product and quantity
1. With respect to products for which material or plate thicknesses have been specified, KONIJNENBURG shall be allowed a tolerance of up to 10 (ten) % upwards or downwards.
2. With regard to underdelivery or overdelivery of injection, casting or turning work, KONIJNENBURG shall be permitted a tolerance of up to 10 (ten) % upwards or downwards.
3. For permissible deviations in respect of sizes or hardnesses, reference is made to internationally established standards for the articles in question, unless expressly otherwise agreed in writing with the offer and unless a special specification has been agreed in writing.
4. Any parts to be made available to KONIJNENBURG by the purchaser or on his behalf, which have to be fitted to, in or on the product to be manufactured by KONIJNENBURG, shall be delivered to KONIJNENBURG on time, free of charge and carriage paid, in the quantity required with a surcharge of ten per cent (if no other percentage has been agreed). KONIJNENBURG accepts no liability whatsoever for the parts or other goods thus made available to KONIJNENBURG, nor for the quality and proper applicability thereof, and may assume, without any examination, that such parts can be used in, on or to the product to be manufactured as ordered.

10. Technical data
1. Illustrations, drawings, samples and information provided by KONIJNENBURG on dimensions, weights, load-bearing capacities, chemical resistance and other technical specifications are mainly derived from statements by manufacturers and suppliers represented by us. These data are only binding if explicitly stated as such by KONIJNENBURG.
2. Declared load capacities of wheels apply to static loads and do not relate to rolling resistance.
3. KONIJNENBURG reserves the right to deliver the goods in modified construction, provided that the intended use of the goods is not affected.
4. Deviations from supplied data or modified constructions as referred to in this article shall not give a right to claim or rescind the contract.

11. Intellectual property rights of third parties
1. In the case of manufacture of articles based on drawings, samples, models or other instructions in the broadest sense of the word, received by KONIJNENBURG from its customer or through it from third parties, the customer shall assume full warranty that the manufacture and/or delivery of such articles does not infringe any patent, trademark rights, trade models or any other right of third parties and shall indemnify KONIJNENBURG against any claims to be enforced against KONIJNENBURG.
2. If a third party objects to the manufacture and/or delivery on the basis of any alleged right, KONIJNENBURG shall be entitled forthwith and solely on that basis to stop the manufacture and/or delivery and to claim reimbursement of costs incurred, without prejudice to its claims to any further compensation from its client without KONIJNENBURG itself being liable to pay any compensation to the client. KONIJNENBURG shall be obliged to immediately notify the customer of any objections received by KONIJNENBURG from third parties to the manufacture and/or delivery of the item in question.

12. Liability
1. Save for mandatory provisions of law, KONIJNENBURG shall not be liable to pay any compensation for damage of whatever nature, direct or indirect, including loss of profits, to movable or immovable property or to persons, either on the part of the other party or third parties. The other party shall be obliged to indemnify and hold KONIJNENBURG harmless against all costs, damages and interest which may arise for KONIJNENBURG as a direct result of claims by third parties against KONIJNENBURG in respect of incidents, acts or omissions for which KONIJNENBURG is not liable to the other party under these General Terms and Conditions. Subject to the provisions elsewhere in this article, KONIJNENBURG shall in any case not be liable for damage caused by improper use of the delivered goods or by the use thereof for a purpose other than that for which it is suitable according to objective standards. Furthermore, KONIJNENBURG shall not be liable for damage caused by a defect in its product if:
a. KONIJNENBURG has not put the product into circulation;
b. it is plausible, given the circumstances, that the defect which caused the damage did not exist at the time KONIJNENBURG put the product into circulation or that this defect arose later
c. the product was neither manufactured for sale or for any other form of distribution with an economic purpose for KONIJNENBURG, nor manufactured or distributed in the course of its business
d. the defect is a consequence of the fact that the product complies with mandatory government regulations;
e. based on the state of scientific and technical knowledge at the time KONIJNENBURG put the product into circulation, it was impossible to discover the existence of the defect;
f. where it concerns the manufacturer of a component, the defect is attributable to the design of the product of which the component forms a part, or to the instructions provided by the manufacturer of the product.
2. Liability of KONIJNENBURG shall (also) be limited by the maximum amount of its product, business interruption and transport insurances. Subject to the provisions elsewhere in this Clause, damage caused by KONIJNENBURG to the other party (trading loss) shall at all times be limited to the net invoice value of the delivery. A written rejection by the relevant insurer of the damage claimed shall constitute full evidence.
3. Fulfilment of the applicable warranty/claim obligations and/or payment of the assessed damage by KONIJNENBURG and/or its insurer(s) shall be deemed sole and full compensation. Otherwise, its counterparty shall expressly and fully indemnify KONIJNENBURG.
4. KONIJNENBURG does not accept any liability for damage which may arise due to infringement of patents, licences and/or other intellectual property rights of third parties as a result of use of data such as drawings, models and the like provided by or on behalf of the Buyer in the broadest sense. If KONIJNENBURG refers to technical, safety, quality and/or other regulations relating to products in the written contract concluded with the customer or in its order confirmation, the customer shall be deemed to be aware of these, unless he notifies KONIJNENBURG to the contrary in writing without delay. In that case, KONIJNENBURG shall provide him with further information on these regulations. The customer undertakes at all times to inform his customers in writing of the aforesaid regulations.
5. If KONIJNENBURG provides assistance during assembly and/or preparation for operation without this being stated in the order, this shall take place at the request and risk of the client.
6. By the mere receipt of the goods delivered by or on behalf of the other party, KONIJNENBURG shall be indemnified against all possible claims by the other party and/or third parties for payment of compensation, irrespective of the cause of damage, subject to fulfilment of the warranty obligation.
7. With respect to advice provided, KONIJNENBURG shall only be liable for normally avoidable and/or foreseeable shortcomings therein, but only up to a maximum of the consultancy fee stipulated.
8. If KONIJNENBURG has to purchase the goods elsewhere, any (contract) provisions applicable to that transaction shall also apply to the other party, if and to the extent KONIJNENBURG can invoke them.
9. Except in the case of intent or gross negligence on the part of KONIJNENBURG and subject to its warranty obligations, KONIJNENBURG shall never be liable for any damage suffered by the customer, including consequential damage, immaterial damage, trading or environmental damage or damage resulting from liability to third parties.

13. Payment
1. Unless otherwise agreed, payment shall be made net, without any discount or set-off, by deposit or transfer to a bank or giro account designated by KONIJNENBURG within 30 days of the invoice date. The value date indicated on its bank/giro statements shall be decisive and shall therefore be deemed the payment date.
2. If the buyer fails to pay on time, he shall owe at least EURO 40 (forty) extrajudicial collection costs without further notice of default. In addition, KONIJNENBURG shall be at liberty to charge interest equal to half a per cent above the statutory commercial interest rate per month or per part of a month, which shall be deemed to be a whole month, on the invoice amount, calculated as from thirty days after the invoice date, as well as additional collection costs of EURO 30 (thirty).
3. Any payment made by the buyer shall primarily serve to pay the interest due by him as well as any collection and/or administration costs incurred by KONIJNENBURG and shall thereafter be deducted from the oldest outstanding claim.

15. Retention of title
1. All goods delivered by KONIJNENBURG, including those assembled by KONIJNENBURG pursuant to the agreement at the buyer's or its customer's site, shall remain its property until full payment of all that the buyer owes KONIJNENBURG, under this or any other related agreement, including interest and costs.
2. In the event of processing or mixing of the goods delivered by or at the buyer's premises, KONIJNENBURG shall acquire co-ownership of the newly created goods and/or of the composite goods delivered, for the value of the original goods delivered.
3. The buyer shall be obliged to keep the goods delivered clearly identifiable separated from other goods for as long as ownership has not been transferred.

16. Right of retention
1. KONIJNENBURG shall have a right of retention on all goods which are in KONIJNENBURG's possession from or on behalf of the purchaser, regardless of the cause, as long as the purchaser has not fulfilled all his obligations to KONIJNENBURG.
2. KONIJNENBURG shall be obliged to manage these goods in accordance with good commercial practice without the buyer being entitled to claim any compensation in case of destruction, partial loss and/or damage through no fault of its own. The risk of the goods shall thus remain with the customer.

17. Default of the buyer
In cases where the buyer:
a. is declared bankrupt, passes into administration, applies for suspension of payments, or all or part of its assets are seized;
b. dies or is placed under guardianship;
c. fails to fulfil any obligation resting on him by virtue of the law or these terms and conditions;
d. fails to pay an invoice amount or part thereof within the term set for it;
e. ceases or transfers its business or an important part thereof, including the contribution of its business to a company to be incorporated or already existing, or changes the object of its business; the mere occurrence of any of the above mentioned circumstances shall entitle KONIJNENBURG to dissolve the contract without any judicial intervention being required and to demand immediate payment in full of any amount owed by the purchaser on account of work and/or deliveries carried out by KONIJNENBURG without any warning or notice of default being required, all without prejudice to the rights to compensation for costs, damages and interest.
2. If the purchaser is obliged by law, after it has become apparent that he is unable to pay, to notify government agencies or business associations thereof without delay, the purchaser shall also be obliged to notify KONIJNENBURG simultaneously and in writing.
3. In case of, inter alia, non-payment of an amount receivable, suspension of payment, application for a moratorium, bankruptcy, receivership, death, liquidation of the customer's business, KONIJNENBURG shall be entitled, without notice of default or judicial intervention being required, to reclaim as its property the goods delivered but not or not fully paid for, with set-off of any payments already made, but without prejudice to all rights to claim compensation for any loss or damage.
4. The Buyer shall at all times enable KONIJNENBURG to immediately repossess goods which have not yet been paid for or rented respectively, wherever they are located.
5. The goods may be resold or used by the buyer in the ordinary course of his business, but may not be encumbered in any way. In the event of the goods not yet paid for being resold, the Buyer shall be obliged to reserve title and to transfer all claims to KONIJNENBURG at its first request up to the amount due in an undisclosed pledge.

18. Disputes and applicable law
1. All its offers, contracts and the performance thereof shall be governed by Dutch law, to the exclusion of the Act of 15 December 1971 implementing the Convention on a Uniform Law on the International Sale of Goods concluded in The Hague on 1 July 1964, TRB 1964 No. 117 and 1968 No. 13 (Bulletin of Acts and Decrees 1971, S780 and S781) and the Vienna Sales Convention, dated 11 April 1980.
2. All disputes, including those considered as such by only one party, arising from or related to the agreement to which these terms and conditions apply, or the terms and conditions in question themselves and their interpretation or execution of both factual and legal nature, shall be settled by the District Court in Amsterdam to the extent permitted by law.
3. In the event of a dispute the data in KONIJNENBURG's records shall be decisive, subject to evidence to the contrary.

These General Terms and Conditions have been filed at the Registry of the District Court in Amsterdam on 15-06-2012.

20. Inspection
A copy of the English version of the General Sales Conditions of KONIJNENBURG BV is available for inspection at the Office of the Clerk of the District Court in Amsterdam, the Netherlands. These General Terms and Conditions may also be downloaded from the KONIJNENBURG website (

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