Article 1. General
1.1 Unless otherwise agreed in writing, these general terms and conditions apply to every offer and order confirmation, closed agreement between Henri Broen Construction B.V. located at Lieskes Wengs 10, 6578JK in Leuth, the Netherlands (Chamber of Commerce number 87451050) and its Client.
In case of conflict between these general terms and conditions and any separate written agreement, the latter agreement shall prevail.
1.2 The Client is deemed to fully and irrevocably agree with these general terms and conditions and to accept them without reservation by the mere fact of placing an order. Acceptance of the general terms and conditions implies that the Client fully waives the application of its own general terms and conditions, in the sense that they will not be in conflict with Henri Broen Construction B.V.
1.3 Deviations from the sales conditions can only be made if Henri Broen Construction B.V. has expressly agreed to them in writing.
1.4 If any provision of these general terms and conditions is unenforceable or in conflict with Dutch law, this shall not affect the validity and enforceability of the other provisions of these general terms and conditions. In that case, the disputed provision shall be replaced by an enforceable and valid provision that is as closely as possible aligned with the purpose of the original provision.
Article 2. Conclusion of agreements
2.1 All price lists, quotations and contract proposals of Henri Broen Construction B.V. are non-binding, and do not bind it as such. Any order placed by the Client binds the Client. Henri Broen Construction B.V. is only bound after written confirmation or acceptance of the order.
2.2 All price lists, quotations and contract proposals of Henri Broen Construction B.V. are based on the values of wages, materials and services applicable at that time. If these were to change, Henri Broen Construction B.V. reserves the right to adjust the prices proportionally.
2.3 If the order confirmation from Henri Broen Construction B.V. contains any changes or additions or differs in any way from the original order, the agreement shall be deemed closed unless the Buyer declares within 8 days of receipt of the order confirmation that they do not agree.
2.4 Any cancellation of an order must be made in writing, within a period of 8 days after the date of the order, and is only valid upon written acceptance by Henri Broen Construction B.V.
Article 3. Prices and payment
3.1 The goods are invoiced at the prices and conditions stated in the quotation (or order confirmation). The prices indicated by Henri Broen Construction B.V. are exclusive of VAT, packaging costs, transport and insurance costs, which are fully borne by the Client, unless otherwise agreed.
3.2 Changes by the Client after the initial order will only be made if (i) Henri Broen Construction B.V. has expressly agreed to this in writing, and (ii) the Client accepts that Henri Broen Construction B.V. can pass on all additional price adjustments and costs to the Client.
3.3 Invoices must be disputed in writing within 8 days of sending the invoice, failing which the invoices shall be deemed definitively accepted.
3.4 Unless otherwise agreed, the invoices of Henri Broen Construction B.V. are payable no later than 10 days after the invoice date, to the bank account indicated on the invoice.
For the delivery of steel frames, the following payment terms apply:
3.5 In the event of complete or partial non-payment of an invoice on the due date, the Client shall be automatically and without prior notice in default and shall owe interest on the unpaid invoice amount at a rate of 10% per annum, as well as a fixed amount of 12% of the unpaid invoice amount, without prejudice to the right to claim higher damages upon submission of proof that the actual damages suffered are higher than the fixed compensation of at least 500 euros.
3.6 In the event of complete or partial non-payment of an invoice on the due date, all other outstanding claims against the Client become immediately and without prior notice payable. In that case, Henri Broen Construction B.V. also reserves the right to suspend the performance of the ongoing agreement without prior notice and without compensation until Henri Broen Construction B.V. has received full payment (including interest and costs).
3.7 If Henri Broen Construction B.V. has doubts about the creditworthiness of the Client at any time, Henri Broen Construction B.V. expressly reserves the right to demand advance payment before delivering the goods, or to request other securities.
Article 4. Delivery
4.1 Unless otherwise provided by mandatory law or expressly agreed otherwise in writing, the delivery date is provided for information purposes only and is approximate. It is therefore not binding.
4.2 Delivery of the goods takes place at the address specified by the Client, unless otherwise agreed in advance.
4.3 Delay in delivery cannot give rise to any penalty, damages, cancellation and/or termination of the agreement, nor can it be given as a reason for refusing payment of the amounts due.
4.4 The storage of the goods pending delivery or collection is at the risk of the Client. The goods will be invoiced as soon as they are ready for delivery and/or collection.
4.5 The Client must ensure that the goods, when ready for delivery, can be delivered immediately to the delivery location and, if necessary, can be stored safely there.
If, upon arrival at the delivery location, it appears that the goods cannot be delivered (or cannot be delivered safely), Henri Broen Construction B.V. is entitled to charge unnecessary travel costs. The same applies if the waiting time (more than 15 minutes) during delivery unnecessarily increases.
Article 5. Inspection, complaints, and warranty
5.1 The Client undertakes to immediately accept delivery of the delivered goods and examine whether their quality corresponds to what was agreed upon. By accepting the delivery of the ordered goods, the Client confirms that the delivery is complete in accordance with the order confirmation, and all visible defects are covered.
5.2 Complaints regarding the delivered goods must be reported immediately upon delivery (in the case of visible defects) or no later than 7 days after delivery (in the case of invisible defects) to Henri Broen Construction B.V. by registered mail with a clear description of the complaints, as well as mention of the relevant information (such as date and invoice number), failing which Henri Broen Construction B.V. may consider any complaint as inadmissible.
5.3 Unless mandatory law provides otherwise, the warranty provided by Henri Broen Construction B.V. consists only of replacing the goods recognized as non-conforming, at the option of Henri Broen Construction B.V., free of charge with identical or at least equivalent goods, or repairing them. The application of the warranty can in no case give rise to any form of compensation.
5.4 The granted warranty expires in case of abnormal use, poor maintenance, modification of goods by the Client, dismantling or repair by a non-qualified person.
Article 6. Intellectual Property Rights
6.1 All intellectual property rights of the products and/or services, as well as all studies, documents, certificates, samples, designs, and all other materials that are developed and/or used for the preparation or execution of the agreement between Henri Broen Construction B.V. and the Client, or arising therefrom, are exclusively owned by Henri Broen Construction B.V. The delivery of goods does not entail any transfer of intellectual property rights.
6.2 The Client only acquires a non-exclusive and non-transferable right to use the goods for the agreed-upon purposes. The Client must strictly adhere to the conditions set forth in the general terms and conditions or as imposed on the Client.
6.3 Without the prior written consent of Henri Broen Construction B.V., the Client may not disclose, reproduce, or make the goods and/or products available to any third party in any way, in whole or in part.
6.4 The Client shall not remove or modify any indications of Henri Broen Construction B.V. (or its suppliers) regarding copyrights, trademarks, trade names, or other intellectual property rights.
Article 7. Liability
7.1 If Henri Broen Construction B.V. (including its employees) were liable to the Client for any reason, Henri Broen Construction B.V. shall only be liable for (material and immaterial) damages caused by (i) the inadequacy of the goods it supplied or (ii) as a result of the execution of the agreement, to the extent that the damage is caused by its deliberate fault or negligence. Henri Broen Construction B.V. shall not be liable for any other errors.
7.2 In the event that Henri Broen Construction B.V. is held liable for any damages, Henri Broen Construction B.V.’s liability shall be limited to the invoice value of the Client’s order, in any case limited to that portion of the order to which the liability relates.
7.3 Henri Broen Construction B.V. is only liable for direct damages and never for indirect damages (including but not limited to consequential damages, loss of turnover, sales or profit, missed savings, unsalability of goods and damages to third parties).
7.4 The Client indemnifies Henri Broen Construction B.V. against any claims by third parties who suffer damage in connection with the execution of the agreement and whose cause cannot be attributed to Henri Broen Construction B.V.
7.5 In case of force majeure, Henri Broen Construction B.V. shall not be liable to the Client and Henri Broen Construction B.V. cannot be held liable. The contractual obligations of Henri Broen Construction B.V. are suspended until the case of force majeure ceases to exist.
Force majeure shall be considered any circumstance that would hinder the execution or delivery by Henri Broen Construction B.V. and over which the company has no control.
Article 8. Retention of title
8.1 All goods remain the full property of Henri Broen Construction B.V. until full payment of all invoice amounts, including costs, interest and compensation for damages.
8.2 The risk, however, passes to the Client at the moment the goods have left the production address of Henri Broen Construction B.V. From delivery onwards, the Client is responsible for any damage to and alienation of these goods.
Article 9. Termination
9.1 Henri Broen Construction B.V. has the right to terminate the agreement with the Client at any time, with immediate effect, without judicial authorization or prior notice and without payment of any compensation, in the following cases:
9.2 In the event of termination, Henri Broen Construction B.V. is also entitled to a compensation of 10% of the invoice amount and the advance payments already made as compensation for the costs, interest, loss of profit, and damage suffered by Henri Broen Construction B.V., without prejudice to the right of Henri Broen Construction B.V. to claim compensation for any higher damages, and all claims of Henri Broen Construction B.V. against the Client become immediately due and payable.
Article 10. Applicable law and competent courts
10.1 All agreements to which these general terms and conditions apply shall be governed exclusively by Dutch law.
10.2 Unless mandatory law dictates otherwise, all disputes between the parties regarding agreements subject to these general terms and conditions shall be subject exclusively to the jurisdiction of the court in Nijmegen.