General Terms and Conditions
The fine print of Umbraze® in full.
for the supply of goods and services in the Ship Supplies Trade, Sailmaking, Tarpaulin Manufacturing and Rigging Industry and/or the supply of lifting and hoisting equipment for the benefit of members of the SZS and/or the EKH, filed with the District Court of Utrecht in May 2001 under number 140/2001, last amended in January 2012.
1. Definitions
1.1 Purchaser:
Natural persons, legal entities, and persons acting in the course of their business or profession who are the counterparty in quotations, offers, statements, and agreements.
1.2 Consumer Purchase:
A purchase relating to a movable item made between the Supplier and a Purchaser who is a natural person not acting in the course of a profession or business.
1.3 Recognised Inspection Companies for Lifting and Hoisting Equipment (EKH):
Companies which, in accordance with statutory norms and guidelines as well as EKH work instructions, inspect various lifting and hoisting equipment, issue valid certificates for such equipment, and/or sell and supply such equipment to Purchasers, and which are members of the SZS.
1.4 Lifting and Hoisting Equipment:
Including, but not limited to, lifting devices and hoisting tools such as chain assemblies, lifting slings, manual hoists, hoisting ropes and steel wire rope slings, lifting blocks, spreader beams, and clamps.
1.5 Supplier:
The user of these General Terms and Conditions who supplies goods and services and who is a member of the SZS and/or the EKH.
1.6 Agreement(s):
Contractual relationships under which the Supplier delivers goods, performs services, executes assignments, or completes works.
1.7 SZS:
Association of Ship Supplies Traders, Sailmakers, and Riggers.
2. Applicability of the General Terms and Conditions
2.1
Unless expressly and in writing stated otherwise, these general terms and conditions exclusively apply to all Agreements, quotations and the acceptance thereof, offers, statements, contractual relationships, and the acceptance of orders by the Supplier, regardless of any (previous) reference by the Purchaser to its own or other terms and conditions. The Supplier expressly rejects any general terms and conditions declared applicable by the Purchaser and has never accepted such conditions. Deviations from these general terms and conditions must be expressly agreed in writing with the Supplier.
2.2
These general terms and conditions also apply to any supplementary or subsequent agreements between the parties.
3. Offer and Acceptance
3.1
All quotations/offers made by the Supplier are without obligation and remain valid for the period stated by the Supplier. Even after timely and complete acceptance by the Purchaser, the Supplier may revoke the offer within twelve (12) full working days after receipt of the acceptance.
3.2
The Agreement is concluded once the Supplier has received the acceptance of the offer, or when the Supplier has commenced performance of the Agreement without prior written acceptance.
3.3
If the acceptance contains reservations or amendments, the Agreement shall be concluded only once the Supplier has confirmed in writing that it agrees with such deviations.
3.4
All price lists, brochures, and other information provided with an offer are descriptions made as accurately as possible and may not be regarded as any guarantee. They are binding on the Supplier only if expressly confirmed in writing.
3.5
Any Agreement entered into by the Supplier is subject to the suspensive condition that the Purchaser—solely at the Supplier’s discretion—appears sufficiently creditworthy to fulfil its obligations.
3.6
For work for which, by its nature or scope, no quotation or order confirmation is issued, the invoice shall also be regarded as the order confirmation and is deemed to accurately and fully reflect the Agreement. The Supplier’s administration is decisive in this respect.
4. Amendments
4.1
Any later supplementary arrangements or amendments to the Agreement or these terms and conditions, as well as any (oral) commitments made by Supplier personnel or persons acting on behalf of the Supplier (such as sellers, agents, or representatives), are binding only if confirmed in writing by the Supplier.
5. Intellectual Property
5.1
All rights relating to all (intellectual) products used by the Supplier within the scope of the Agreement, including analyses, models, summaries, software, techniques, etc. or resulting from work carried out by the Supplier, including advice, reports, plans, etc. rest exclusively with the Supplier unless such rights also accrue to third parties.
5.2
All intellectual property rights, including but not limited to copyrights relating to advice, reports, etc. arising (also) under the Agreement, remain with the Supplier.
5.3
Without prior written consent from the Supplier, the Purchaser is not permitted to publish or reproduce the products referred to in paragraph 2, nor to use them for any other purpose or make them available to third parties. This prohibition also includes expressly or implicitly permitting such acts.
5.4
The Supplier is not liable for claims by third parties relating to infringement of their copyrights, patents, licences, trademarks, designs, or other rights arising from the use of data, documents, or objects provided by or on behalf of the Purchaser. The Purchaser fully indemnifies the Supplier against such claims.
6. Delivery and Delivery Time
6.1
Unless agreed otherwise, delivery is ex works/ex warehouse of the Supplier. Delivery occurs when the goods leave the Supplier’s premises, at which point the risk transfers to the Purchaser. Carriage-paid delivery applies only if expressly agreed in writing.
6.2
The Purchaser must check the goods and/or packaging immediately upon delivery for any shortages or damage, or immediately after notification that the goods are available for collection.
6.3
Any shortages or damage present upon delivery must be noted on the delivery note, invoice, and/or transport documents. Failing this, the Purchaser is deemed to have approved the delivered goods and any related complaints will not be processed.
6.4
The Supplier is entitled to make partial deliveries, which may be invoiced separately; the Purchaser is required to pay for such deliveries under Article 10.
6.5
Unless expressly agreed otherwise, delivery times are indicative and never deemed fatal. Exceeding the delivery time, regardless of cause, does not entitle the Purchaser to compensation or dissolution of the Agreement.
6.6
If no delivery time is agreed, a period of 6 weeks after order confirmation applies. In the event of delay, the Purchaser may only notify the Supplier in writing, after which the Supplier must be allowed a final delivery term of at least 10 working days.
6.7
If the Purchaser fails to take delivery after the delivery time expires, the goods will be stored at its expense and risk. After 4 weeks, the Supplier may sell the goods privately. Any shortfall and costs are for the Purchaser’s account.
6.8
The Purchaser must reimburse the Supplier for storage costs at the Supplier’s standard rate or, failing that, at the rate customary in the industry.
7. Packaging and Shipment
7.1
Unless the Purchaser has given specific instructions, the method of transport, shipment, and packaging is at the Purchaser’s expense and risk, and the Supplier accepts no liability. Specific transport wishes will be executed only if the Purchaser agrees in writing to bear the additional costs.
7.2
The goods will be delivered ex Supplier’s premises or shipped to the agreed location in the manner specified in the order or agreed thereafter.
7.3
If the Supplier provides or arranges packaging materials (reels, pallets, crates, containers, etc.), the Purchaser must return these within 3 months unless they are single-use. Failure to do so results in an obligation to compensate the Supplier.
8. Transfer of Ownership and Risk
8.1
Subject to paragraph 2, ownership and risk transfer to the Purchaser upon delivery ex Supplier’s premises.
8.2
Ownership remains with the Supplier until the Purchaser has fully paid the purchase price and all associated costs or has provided security for such payment. The retention of title also applies to claims arising from the Purchaser’s failure to comply with obligations. If payment or security is not provided, the Supplier may repossess the goods without liability for damages.
8.3
The Purchaser must store the goods delivered under retention of title with due care and as recognisable property of the Supplier, insure them against fire, explosion, water damage, and theft, and provide proof of insurance at the Supplier’s request. All insurance claims shall be pledged to the Supplier as security.
9. Prices
9.1
Unless agreed otherwise, prices are:
- Based on cost factors valid at the time of the quotation or order;
- Based on delivery ex Supplier’s premises or warehouse;
- Exclusive of VAT and other taxes;
- Exclusive of transport and insurance costs;
- Quoted in Euros.
9.2
All price quotations are subject to change. Price increases in cost factors may be passed on to the Purchaser.
9.3
Unless agreed otherwise, prices for services or works are based on performance during normal working hours. Additional costs due to work outside such hours may be charged to the Purchaser.
10. Payment
10.1
Unless agreed otherwise, payment shall be made in Euros as indicated by the Supplier.
10.2
Payment is due within fourteen (14) calendar days of the invoice date, unless otherwise stated.
10.3
The Supplier may charge the Purchaser for any transaction costs incurred.
10.4
The Supplier may require advance payment or payment upon delivery. The Purchaser must provide adequate security upon request.
10.5
Failure to pay or provide security entitles the Supplier to suspend or terminate the Agreement.
10.6
If there is more than one Purchaser, all Purchasers are jointly and severally liable.
10.7
Delays caused by the Purchaser do not suspend payment obligations.
10.8
In case of late payment, statutory interest plus 2% is owed from the due date until full payment.
10.9
The Purchaser expressly waives any right of set-off.
10.10
In case of attachment, bankruptcy, suspension of payment, or debt restructuring, all debts become immediately due.
10.11
Collection costs are fully for the Purchaser’s account, with a minimum of €500 per claim.
10.12
The Supplier may retain goods provided for repair or processing until all outstanding debts are paid.
10.13
Storage of goods under Article 6.7 does not relieve the Purchaser of the obligation to pay on time.
11. Complaints
11.1
Complaints (other than visible defects under Article 6.3) must be submitted in writing within fourteen (14) days of discovery, and no later than six months after execution of the Agreement.
11.2
Failure to complain in time results in loss of rights unless the delay is not attributable to the Purchaser.
11.3
Complaints do not suspend payment obligations.
11.4
No complaints will be accepted if the goods meet the agreed specifications but are unsuitable for the Purchaser’s intended use.
11.5
Complaints regarding invoices must be submitted within 8 days of invoice date.
11.6
If the Supplier finds the complaint justified, it will repair, replace, or credit the goods at its discretion.
11.7
Goods may only be returned with prior written approval and must be shipped carriage paid.
11.8
The statutory consumer warranty periods do not apply unless it concerns a Consumer Purchase.
12. Force Majeure
12.1
The Supplier is not obliged to perform the Agreement if prevented by circumstances beyond its control, including war, riots, strikes, excessive absenteeism, occupation, blockades, fire, utility outages, delays by suppliers, governmental measures, etc.
12.2
If such circumstances occur, the Supplier will notify the Purchaser. If performance remains impossible, either party may dissolve the Agreement insofar as it has not been performed..
12.3
If force majeure occurs after partial performance and delays the remainder for more than two months, the Purchaser may either retain the delivered goods and pay for them or return them at its own risk, provided the Purchaser proves they are unusable without the remaining goods.
13. Dissolution
13.1
If the Purchaser fails to meet any obligation, the Supplier may suspend delivery or dissolve the Agreement without notice or liability.
13.2
The Supplier may dissolve the Agreement immediately if the Purchaser cannot pay its debts, becomes insolvent, files for bankruptcy or suspension of payments, is subjected to debt rescheduling, dies, ceases business, or if attachment is not lifted within 30 days.
14. Liability / Warranty
14.1
The Supplier (including Recognised EKH Inspection Companies) is not liable for any damages—direct or indirect—except in cases of intent or deliberate recklessness. If liability exists, compensation is limited to damages directly caused and covered by the Supplier’s insurance.
14.2
Compensation is in any case limited to the amount paid by the relevant insurance policy.
14.3
The Supplier is never liable for damages arising from goods or services which, according to scientific knowledge at the time of delivery, would not have resulted in liability.
14.4
The Supplier is not liable for damage caused by third parties engaged with the Purchaser’s approval.
14.5
The Supplier is not liable if the Purchaser or third parties modify or repair the delivered goods or fail to follow Supplier instructions.
14.6
The Purchaser shall indemnify the Supplier fully against third-party claims relating to execution of the Agreement.
14.7
The Purchaser shall indemnify the Supplier fully against third-party claims relating to execution of the Agreement.
14.8
Warranty is only provided if stated in writing and according to the manufacturer's conditions. Fulfilment of warranty obligations is the sole remedy.
14.9
Consumer warranty legislation (EU Directive) is excluded for non-consumer purchases.
14.10
The Supplier accepts no liability for advice given without a specific advisory agreement, nor for drawings or materials provided by or on behalf of the Purchaser.
14.11
The Supplier accepts no liability for advice given without a specific advisory agreement, nor for drawings or materials provided by or on behalf of the Purchaser.
15. Governing Law and Jurisdiction
15.1
Dutch law applies. The Vienna Sales Convention (CISG) is excluded.
15.2
All disputes (not within the jurisdiction of the subdistrict court) shall be submitted exclusively to the court in the district where the Supplier has its principal place of business, unless the Supplier chooses a different competent court.
16. Deviating Provisions for Consumer Purchases Only
16.1
In the case of a Consumer Purchase, the mandatory provisions of Book 7, Title 1 of the Dutch Civil Code prevail over any conflicting provisions in these General Terms and Conditions.
