Terms And Conditions
https://www.SewerRobotics.com/
1 January 2025
General terms and conditions of delivery issued by Koninklijke Metaalunie, filed with the registry of the District Court of Rotterdam.
1.1. The Metaalunie member using these terms and conditions shall be referred to as the contractor. The other party shall be referred to as the client.
1.2. These terms and conditions apply to all offers made by a Metaalunie member, to all agreements concluded by him, and to all agreements resulting therefrom, insofar as the Metaalunie member is the contractor.
1.3. In case of conflict between a provision in the concluded agreement and these terms and conditions, the provision of the agreement shall prevail.
1.4. Only Metaalunie members are permitted to use these terms and conditions.
2.1. All offers by the contractor are without obligation and revocable, even if the offer includes a time limit for acceptance. The contractor has the right to withdraw his offer up to two working days after the day on which acceptance has reached him.
2.2. Prices quoted by the contractor in the offer are expressed in euros, exclusive of VAT and other government-imposed levies or taxes. Prices are further exclusive of travel, accommodation, packaging, storage and transport costs, loading, stowage, unloading, and cooperation with customs formalities.
2.3. Unless otherwise agreed, the offer does not include:
a. earthwork, pile driving, chopping, demolition, foundation work, masonry, carpentry, plastering, painting, wallpapering, repair work or any other construction work;
b. the installation of connections for gas, water, electricity, internet or other infrastructural facilities;
c. measures to prevent or limit damage to, or theft or loss of, items present on or near the workplace;
d. removal of materials, soil, building materials or waste;
e. vertical and horizontal transport.
3.1. All information provided by or on behalf of the contractor to the client (such as offers, designs, images, drawings, and know-how) of whatever nature and in whatever form, is confidential. The client shall only use this information for the execution of the agreement. He shall not disclose or reproduce the information.
3.2. If the client breaches an obligation under paragraph 1, he shall owe the contractor an immediately payable penalty of €25,000 per violation. The contractor may claim this penalty in addition to damages under the law.
3.3. At the contractor’s first request, within a period set by the contractor, the client must, at the contractor’s choice, return the information referred to in paragraph 1 or destroy it in a manner determined by the contractor, without retaining any copy in any form. In the event of violation, the client shall owe the contractor an immediately payable penalty of €1,000 per day. The contractor may claim this penalty in addition to damages under the law.
4.1. The client cannot derive any rights from advice and information provided by the contractor that does not relate to the assignment.
4.2. If the client provides information to the contractor, the contractor may rely on the accuracy and completeness of this information when making an offer and performing the agreement.
4.3. The contractor is not obliged to warn about, or independently investigate, possible inaccuracies in the assignment, defects and unsuitability of items provided by the client, or errors or defects in plans, drawings, calculations, specifications, or instructions provided by the client.
4.4. The client shall indemnify the contractor against any third-party claim related to (the use of) information provided by or on behalf of the client. This includes, among other things, advice, instructions, drawings, calculations, designs, materials, brands, samples, and models. The client shall compensate the contractor for all damages incurred, including the full costs of defense.
5.1. All delivery times, including delivery date, week, month, period, or performance period, are indicative. In case of exceeding such times, the client must always place the contractor in default.
5.2. The delivery time only applies if the client and contractor have agreed on all commercial and technical details in time, the contractor has received all information (including final and approved drawings), all items to be provided by the client are in the contractor’s possession, the agreed (instalment) payment has been received on time, and all other conditions for performance of the assignment have been met. If these conditions are not met, the contractor may determine a new delivery time in accordance with his schedule.
5.3. The delivery time ceases to apply if circumstances arise that were not known to the contractor when he gave the delivery time, and these circumstances are at the client’s risk, including changes to the assignment, additional or reduced work, or suspension by the contractor. In such cases, the contractor may determine a new delivery time in accordance with his schedule.
5.4. The client must compensate the contractor for all costs and damages he incurs or suffers as a result of a change in the delivery time as referred to in paragraphs 2 and 3, without a notice of default being required.
5.5. Exceeding the delivery time does not entitle the client to compensation or full or partial dissolution. The client indemnifies the contractor against third-party claims arising from exceeding the delivery time.
6.1. Delivery takes place at the moment the contractor makes the goods available to the client at the contractor’s business location and has notified him thereof. From that moment, the goods are at the client’s risk.
6.2. If, after concluding the agreement, the contractor arranges or assists with transport in whole or in part at the client’s request (such as storage, loading, stowage, or unloading), this shall be at the client’s expense and risk. The client may insure against these risks.
6.3. If transport is carried out by or on behalf of the client after delivery and the contractor needs to have access to (transport) documents in the client’s possession, the client must provide these documents to the contractor upon first request and free of charge.
6.4. In the case of trade-in, if the client retains possession of the item to be traded in while awaiting delivery of the new item, the risk of the traded-in item remains with the client until it has been delivered to the contractor. If the client cannot deliver the traded-in item in the condition it was in at the time the agreement was concluded, the contractor may fully or partially dissolve the agreement.
The contractor may pass on to the client any increase in cost-determining factors that occurs after the agreement has been concluded. The client must pay the price increase upon the contractor’s first request.
8.1. If the contractor cannot fulfill his obligations due to a circumstance beyond his actual control, this cannot be attributed to him and is considered force majeure. In such cases, the contractor is not liable for damages suffered by the client. Except as provided in paragraph 4 of this article, the client is not entitled to dissolve the agreement in whole or in part.
8.2. Circumstances referred to in paragraph 1 include, among others: (civil) war (or threat thereof), terrorism, riots, outbreaks of infectious diseases and resulting government measures or advice, natural disasters, extreme weather, import or trade restrictions, explosion, fire, water damage, sabotage, cybercrime, disruption of digital infrastructure, energy supply failures, (partial) loss, theft or loss of tools, materials or information, machine breakdown, roadblocks, blockades of railways, waterways or airports, strikes or work stoppages, staff shortages, and failure of third parties engaged by the contractor such as suppliers, subcontractors, and carriers.
8.3. The contractor has the right to suspend fulfillment of his obligations if he is temporarily prevented from fulfilling them due to force majeure. Once the force majeure situation has ended, the contractor shall fulfill his obligations as soon as his schedule permits.
8.4. If performance is permanently impossible due to force majeure, or if the temporary force majeure situation has lasted more than six months, the contractor is entitled to dissolve the agreement in whole or in part with immediate effect. The client is entitled to dissolve the agreement with immediate effect only for the part of the obligations not yet fulfilled by the contractor.
8.5. Neither party is entitled to compensation for damages suffered or to be suffered as a result of force majeure, suspension, or dissolution under this article.
Additional work will be charged on the basis of the prices applicable to the contractor at the time the additional work is performed. The client must pay the price of the additional work upon the contractor’s first request.
10.1. The client shall ensure that the contractor can carry out his work safely, without disturbance or interruption, and at the agreed time. The client shall ensure, at his own expense and risk, that:
a. all permits, exemptions, and other authorizations necessary to carry out the work have been obtained in time. At the contractor’s first request, the client must provide copies of these documents;
b. he informs the contractor in writing and in time of all (safety) regulations applicable at the location;
c. the contractor has access during performance of the work to the necessary auxiliary personnel, tools, and facilities (such as gas, water, electricity, internet, suitable access roads for transport, lifting and hoisting equipment, sanitary facilities, and a lockable dry storage space);
d. all work necessary for execution of the assignment and not included in the agreement has been carried out in time.
10.2. The client bears the risk and is liable for damage to, and theft or loss of, all items located on or near the place where the work is performed or at another agreed location, such as the delivered or to-be-delivered goods, tools, materials intended for the work, or equipment used in performing the work. This does not apply if the client proves that the damage, theft, or loss was caused by the contractor himself.
10.3. Without prejudice to paragraph 2, the client must sufficiently insure himself against the risks mentioned therein. In the event of damage, the client is obliged to report this directly to his insurer for further handling and settlement.
11.1. The work shall be deemed completed when:
a. the client has approved the work;
b. the work has been put into use. If a part of the work has been put into use, that part shall be deemed completed;
c. the contractor has notified the client in writing that the work has been completed, and the client has not reported in writing within 14 days after this notification that the work has not been approved;
d. the client does not approve the work due to minor defects or missing parts that can be remedied or delivered within 30 days and which do not prevent the work from being taken into use.
11.2. The contractor is not obliged to provide the client with a file as referred to in Article 7:757a of the Dutch Civil Code regarding the constructed and to-be-delivered building (a “handover or completion file”).
11.3. If the client does not approve the work, he is obliged to notify the contractor in writing, stating the reasons. The client must give the contractor the opportunity to complete the work after all.
12.1. If the contractor is liable for any reason, such liability shall at all times be limited as set out in the following paragraphs.
12.2. If the contractor has taken out any insurance that provides coverage, the contractor’s obligation to pay compensation is limited to the amount paid under this insurance in the relevant case.
12.3. If no payment is made under such insurance, the obligation to pay damages is limited to a maximum of 15% of the contract price (excluding VAT). If the agreement consists of parts or partial deliveries, liability is limited to a maximum of 15% (excluding VAT) of the contract price of the part or partial delivery to which the liability relates. In the case of a continuing performance contract, liability is limited to a maximum of 15% (excluding VAT) of the contract price for the last twelve months preceding the event causing the damage.
12.4. The following shall not be eligible for compensation:
a. consequential damages, including but not limited to: downtime, production loss, lost profits, missed savings and subsidies, tax disadvantages, costs incurred in vain, internal costs of the client, loss of goodwill and reputation, fines, damage due to the client’s liability towards third parties, damage to or destruction/loss of data or documents, transport, travel and accommodation costs, storage costs, costs for replacement equipment and labor, and costs related to recalls;
b. “opzichtschade” (damage to items being worked on or to items located near the workplace);
c. damage to or caused by/with equipment made available to the contractor;
d. damage caused by intent or deliberate recklessness of auxiliary persons or non-managerial subordinates of the contractor;
e. damage to materials supplied by or on behalf of the client, including as a result of improper processing, assembly, or installation.
The client may, if possible, insure against these risks.
12.5. The client indemnifies the contractor against all third-party claims resulting from a defect in a product supplied by the client to a third party, of which the contractor’s goods or materials form a part. The client must compensate the contractor for all damages suffered in this regard, including the full costs of defense.
12.6. Any claim for compensation by the client lapses after twenty-four months unless the client has initiated legal proceedings before the competent court within this period.
13.1. Unless agreed otherwise in writing, the contractor guarantees the proper performance of the agreed services for six months after (completion or) delivery, as further elaborated in the following paragraphs.
13.2. If the parties have agreed to deviating warranty conditions, the provisions of this article shall apply unless they conflict with such conditions.
13.3. The client must provide full cooperation, free of charge, in any investigation of a complaint about the performance. Otherwise, the client’s rights in connection with such complaint lapse.
13.4. If the contractor has justifiably rejected a complaint, the client must reimburse all reasonable costs incurred in connection with investigating the complaint.
13.5. If the agreed performance has not been properly executed, the contractor shall decide whether to remedy the defect, replace the delivered goods in whole or in part, or credit the client for a reasonable part of the contract price.
13.6. If the contractor chooses to remedy or replace, the client must always provide the opportunity to do so. The contractor determines the method and timing of execution. If the performance involved processing materials provided by the client, the client must supply new material at his own expense and risk.
13.7. Goods repaired or replaced by the contractor must be sent to him by the client. Transport, shipping, dismantling and assembly are at the client’s expense and risk. Travel, accommodation, and travel time costs are also borne by the client. The contractor may demand security or advance payment for these costs.
13.8. The contractor is only obliged to honor the warranty if the client has fulfilled all his obligations.
13.9. a. Warranty is excluded for defects resulting from:
b. No warranty is given on:
13.10. Paragraphs 3 to 8 of this article apply mutatis mutandis to claims for non-performance, non-conformity, or any other legal basis.
14.1. The client can no longer invoke a defect in the performance if he has not complained about it in writing within fourteen days after discovering it or after he should reasonably have discovered it.
14.2. The client must complain in writing about the invoice within the payment term, under penalty of forfeiture of all rights. If the payment term is longer than thirty days, the client must complain in writing within thirty days of the invoice date.
15.1. The client is obliged to take delivery of the goods that are the subject of the agreement at the agreed place after the delivery time has expired.
15.2. The client must provide all cooperation free of charge to enable the contractor to deliver.
15.3. Goods not taken delivery of shall be stored at the expense and risk of the client.
15.4. If the client violates paragraph 1 or 2 of this article, after notice of default, he owes the contractor a penalty of €250 per day per violation, with a maximum of €25,000. The contractor may claim this penalty in addition to damages under the law.
16.1. Payment shall be made at the contractor’s place of business or to an account designated by the contractor.
16.2. Unless otherwise agreed, payment must be made within 30 days of the invoice date.
16.3. If the client does not fulfill his payment obligation, he is obliged, instead of paying the agreed price, to comply with a request by the contractor for payment in kind.
16.4. The client’s right to set off claims against the contractor or to suspend his obligations is excluded, unless the contractor has been granted suspension of payments, declared bankrupt, or is subject to statutory debt rescheduling.
16.5. Regardless of whether the contractor has fully performed the agreed service, all amounts owed or to be owed by the client under the agreement become immediately due and payable if:
a. a payment term has been exceeded;
b. the client fails to fulfill his obligations under Article 15;
c. the client fails to provide security upon first request as referred to in Article 17;
d. bankruptcy or suspension of payment of the client has been applied for;
e. attachment is levied on the client’s assets or receivables;
f. the client (a company) is dissolved or liquidated;
g. the client (a natural person) requests admission to statutory debt rescheduling, is placed under guardianship, or has died.
16.6. If payment is late, the client owes interest on the amount due from the day after the agreed final payment date until the day payment is made. If no payment date has been agreed, interest is due from 30 days after maturity. The interest rate is 12% per year, or the statutory interest if higher. Part of a month counts as a full month. Interest is capitalized annually.
16.7. The contractor is entitled to set off debts owed to the client against claims of affiliated companies on the client. Likewise, the contractor may set off claims against the client with debts owed by affiliated companies to the client. “Affiliated companies” are all companies belonging to the same group within the meaning of Article 2:24b Dutch Civil Code and participations within the meaning of Article 2:24c Dutch Civil Code.
16.8. In the event of late payment, the client owes the contractor all extrajudicial collection costs, with a minimum of €75, calculated over the principal sum according to the following scale:
If the actual extrajudicial costs exceed this calculation, the actual costs shall be owed.
16.9. If the contractor is (largely) successful in legal proceedings, all costs incurred by him in connection with such proceedings shall be borne by the client.
17.1. The client is obliged, upon the contractor’s first request, to provide sufficient security, at the contractor’s discretion, for all payments due. If the client fails to do so within the set period, he shall be in default immediately. The contractor is then entitled to dissolve the agreement and recover damages.
17.2. The contractor retains ownership of delivered goods as long as the client has not fulfilled his obligations under any agreement with the contractor, including damages, penalties, interest, and costs.
17.3. If, after delivery according to the agreement, the client fulfills his obligations, the retention of title revives if the client defaults under a later agreement.
17.4. As long as goods are subject to retention of title, the client may not encumber or dispose of them outside the normal course of business. This provision has property law effect.
17.5. After invoking retention of title, the contractor may recover the delivered goods. The client shall fully cooperate.
17.6. If the client violates paragraph 5, he owes the contractor, after notice of default, a penalty of €250 per day per violation, with a maximum of €25,000. The contractor may claim this penalty in addition to damages under the law.
17.7. The contractor has a pledge and right of retention on all items of the client in his possession for all claims he has or may obtain against the client.
18.1. The contractor shall be considered the maker, designer, originator, or inventor of works, models, marks, or inventions created under the agreement. The contractor has the exclusive right to apply for patents, trademarks, or designs.
18.2. The contractor does not transfer any intellectual property rights to the client during execution of the agreement.
18.3. If the contractor delivers computer software as part of the performance, the source code is not transferred. The client only obtains a non-exclusive, worldwide, perpetual user license on the software for normal use and proper functioning of the goods.
18.4. The client may not transfer the license or grant a sublicense. This provision has property law effect. Only in the case of resale of the goods with which the software was delivered does the license pass to the acquirer, under the same terms and conditions, provided that the buyer accepts these terms in writing.
18.5. The contractor is not liable for damages suffered by the client as a result of infringement of third-party intellectual property rights.
18.6. The client indemnifies the contractor against all third-party claims concerning infringement of intellectual property rights.
The client may not transfer or pledge any rights or obligations under these terms or the underlying agreement(s) without the contractor’s prior written consent. This provision has property law effect.
20.1. The client is not entitled to terminate or cancel the agreement in whole or in part.
20.2. The contractor may agree to a request for termination. In that case, the client owes at least 20% of the agreed or estimated price as compensation. The contractor may demand higher compensation or impose further conditions for his consent.
21.1. Dutch law applies. The Vienna Sales Convention (C.I.S.G.) or any other international regulation that can be excluded shall not apply.
21.2. The Dutch civil court competent in the contractor’s place of business has exclusive jurisdiction over disputes arising from or related to the agreement.
CONTACT INFORMATION
Sewer Robotics
ABC-Westland 197
2685 DB, Poeldijk
The Netherlands
+31 (0)174 – 289 475
info@sewerrobotics.com
Here you will find our most recent news articles
We are present at various international events and even host our own
Thank you for your online demonstration request.
Your preferred date and time will soon be reviewed and login to the online meeting shared. We are looking forward to meeting you.
Best regards,
Sewer Robotics
info@sewerrobotics.com
+3174 289475
+1 503 504 8474
