General Terms and Conditions Steenks Service B.V.
1.1. Steenks Service B.V. is the Contractor and is referred to as we/us. The other party is referred to as the Client.
1.2. These Terms and Conditions are part of all contracts concluded with us and apply to all of our quotations. Stipulations deviating from these terms and conditions or additions to these terms and conditions are only binding if we have confirmed them in writing and only apply for the contract in which they are made. If there is any deviation or contradiction between that set out in these general terms and conditions and any stipulations or additions, as mentioned above, the written record of the stated stipulations or additions applies.
1.3 We specifically reject the applicability of any general or specific conditions or stipulations of the Client.
1.4 All provisions in these terms and conditions which are only directed to a client who is not a private individual are fully applicable to a client who is a private individual, or should be construed as such, unless the client proves that this cannot reasonably be expected of him or her in the relevant circumstances.
1.5 These general terms and conditions have been filed with the relevant Chamber of Commerce Haaglanden under number 27.290.116.
2.1 Unless a deadline for acceptance is expressly stated therein in writing, price specifications in offers are not binding on our part and serve only as an invitation to issue an order.
2.2. A contract is only concluded when we have expressly accepted an order or actually proceed with the execution of the order.
3.1 Unless expressly agreed otherwise, import and export fees and excise duties, import and export taxes, Customs clearance costs and costs of packaging and shipping are at the Client’s expense. Our prices are in principle carriage paid for delivery within the Netherlands. For delivery of parts within the Netherlands, as well as for delivery outside the Netherlands in general, shipping and/or transport costs are in principle borne by the Client. All prices are exclusive of VAT, unless stated otherwise.
3.2 The Contractor may pass on to the Client an increase in cost-determining factors that occurs after the conclusion of a contract In case of an increase in cost-determining factors, we are authorised to increase the agreed prices according to standards of reasonableness and fairness even if this is attributable to circumstances already foreseeable at the time of quotation or order confirmation. The Client undertakes to pay the price increase at the Contractor's first request. If we effect a price increase before three (3) months after the conclusion of the contract, the Client is authorised to dissolve the contract, provided this is done in writing within eight (8) days after notification of said price change.
4.1 Delivery is effected to a location to be designated by the Client.
4.2 Delivery times stated by us are approximate and should not be regarded as strict deadlines. In case of late delivery, we must therefore be given written notice of default, wherein we are given a reasonable period of time to still fulfil delivery.
4.3. If the following occur:
a. circumstances other than those of which we are aware when we have stated the delivery time or execution period: the delivery time or execution period will be extended by the time we require, taking our scheduling, to execute the order under those circumstances;
b. suspension of obligations by us: the delivery time or execution period will be extended by the time we require, taking our scheduling into account, to execute the order after the grounds for said suspension have been reversed.
Unless the Client proves otherwise, the duration of the extension of delivery time or execution period is presumed to be necessary and due to a situation as described under a and b above.
Exceeding the delivery time or execution period in no way authorises the Client to claim damages or dissolution. The Client indemnifies us against any claims from third parties due to exceeding the delivery time or execution period.
4.4. The Client undertakes to take delivery of the purchased goods within 10 days after we have informed it that the goods are ready. Goods not accepted are stored at the Client’s costs and risk. In case of infringement of article 4.4, and after we have submitted a notice of default to the Client, said Client shall owe us a penalty per infringement of €250 per day subject to a maximum of €25,000. This penalty can be claimed in addition to statutory damages.
4.5 In these general terms and conditions, delivery is also understood to mean ‘delivery of the rental items’, if it applies to rental.
5.1 In case of delivery ex works to a third party, the goods sold are deemed to have been delivered and the risk passed to the Client at the time of delivery of the goods to the forwarder or carrier, except insofar as the factory has delivered the ordered goods to our workshop for our inspection. In the latter case, the risk passes to the Client immediately after the goods are loaded from our workshop into the relevant means of transport.
5.2 In case of delivery from stock, the goods sold are deemed delivered and the risk passed to the Client immediately after they are loaded from our warehouse into the relevant means of transport.
5.3 In all other cases, the risk of the goods sold transfers to the Client at the time said goods are transferred into the Client’s actual disposal or that of third parties designated by said Client.
5.4 The Client will insure goods under our retention of title against normal operating risks from the moment of transfer of risk and will provide us with the relevant policies at our first request. All claims on the part of the Client against insurers of the goods under said insurance shall be pledged to us by the Client as additional security for our claims as soon as we state that to be our wish.
6.1 Unless specifically agreed otherwise, payment must be effected net and in cash on delivery or through deposit or transfer to a bank or giro account that we specify within 14 days after invoice date. The value date stated on our bank or giro statements is definitive and is therefore regarded as the payment date.
6.2 The Client undertakes to pay all amounts that we invoice without withholding or set-off. Complaints regarding any performance on our part do not affect the Client’s payment obligation and never authorise it to suspend its payment obligations.
6.3 Payments made by the Client are always considered to first be payment of all interest and costs and subsequently of the longest outstanding invoices, even if said Client states that payment is for a later invoice. This also applies to credit notes. Receipt by the Client of a credit note should be regarded as a request for set-off against the above items (if and insofar as these exist).
6.4 From the 14th day after the invoice date, the Client is legally in default, without the need for any notice of default, and the Client owes the statutory commercial interest on the outstanding amount.
6.5 We are always authorised, before (continued) performance, to demand substitute and/or additional security from the Client for the fulfilment of the Client's (further) payment obligations. If the Client fails to provide the requested security, we are authorised, without prejudice to our other rights, to suspend execution of the contract, and all that which the Client owes to us on any basis whatsoever becomes immediately payable.
6.6 We are authorised to claim from the Client all costs resulting from late payment, including all extrajudicial collection costs. Extrajudicial costs amount to 15% of the principal sum due, including interest.
Regardless of whether the Contractor has fully executed the agreed performance, everything owed to us or to be owed to us based on the contract is immediately due and payable if:
a. a payment deadline is exceeded;
b. the Client does not fulfil its obligations under article 4;
c. bankruptcy or suspension of payment of the Client has been requested;
d. the Client’s assets or claims are seized or impounded;
e. the Client (company) is dissolved or liquidated;
f. the Client (natural person) requests to be admitted to statutory debt rescheduling, is placed under guardianship or dies.
7. Reservation of title and transfer of ownership
7.1 On purchase, ownership of delivered goods only transfers to the Client when it has fulfilled all its obligations arising from or associated with goods delivered or to be delivered by us under the contract. Until that time, the Client undertakes to keep the goods separate from other goods and clearly identified as our property. Until that time, the Client is prohibited from moving, selling or encumbering the delivered goods, in any way whatsoever, without our authorisation.
7.2 We are authorised to reclaim the unpaid goods from the Client, in case of late payment by the Client, if suspension of payments or bankruptcy of the Client has been requested, or if the Client fails to (sufficiently) fulfil its obligation to purchase insurance or its obligation to inspect as referred to in article 5.4 of these terms and conditions. The Client must give us the opportunity to do so.
7.3 The Client is authorised to use the goods delivered by us and which are subject to retention of title within the normal operations of its business. Normal business operations within the meaning of this article do not apply if the Client is granted suspension of payments or declared bankrupt. Any repairs to the goods will be made by our personnel at the Client’s expense.
7.4 After goods are repossessed, the Client will be credited for their market value up to an amount not exceeding the original purchase price minus costs incurred for repossession.
8.1 On request of the Client, we will make every effort to repair defective goods in its possession. If the Client fails to provide us with a complete manual for defective goods, we will repair the goods at our own discretion.
8.2 If the goods are not delivered to our workshop for repair or maintenance, we are authorised to charge call-out costs. If the goods are not delivered to our workshop for repair or maintenance and the Client does not pay for their transport, we are authorised to charge transport costs.
8.3 Repairs are made at our usual hourly rates and the material costs are also charged.
8.4 On request of the Client, a maintenance contract can be concluded. The specific conditions will be stated herein.
9. Use of goods that we deliver
9.1 There are risks for the user and third parties associated with the use of various goods that we rent or sell. Prior to use of said goods, the Client must note the risks associated with use and take all measures to prevent damage as a result of the foreseeable risks. In the absence of such measures, we are not liable for any loss and the Client must indemnify us against claims for damages from third parties.
9.2 Goods rented or purchased from us - and not yet fully paid - may not be given by the Client for use by third parties without our prior authorisation.
9.3 The Client must manage goods rented or purchased from us - and not yet fully paid- with due diligence and use them in accordance with their purpose.
9.4 The Client undertakes to study the instructions for use with utmost care before using goods that we deliver.
9.5 The Client also undertakes to strictly observe our instructions and advice on the use and management of the goods that we deliver.
9.6 In case of the slightest doubt about the operation or manner of use of goods, the Client must discontinue use, not put said goods into operation, or take them out of operation and must contact us for advice.
9.7 We are never liable for the consequences of inexpert or incorrect use or use contrary to or deviating from these general terms and conditions, the manual, or our regulations and advice.
10. Installation and commissioning
The Client bears the cost and risk associated with all facilities and/or supplies necessary for installation of the goods to be installed and/or their correct functioning in the installed condition and these are outside our realm of responsibility.
11.1 We guarantee to the Client that, for twelve (12) months after delivery, the new goods that we sell fulfil the requirements that may reasonably be set for them. Contrary to the previous sentence, an identical warranty is issued for certain products, but only for six (6) months. In relevant cases, such limitation of warranty period is stated in the quotation.
11.2 In principle, we grant a three (3)-month warranty on second-hand (i.e. used) goods that we sell, as well as on leased goods and on repairs or maintenance that we carry out. The Client must thoroughly check second-hand goods before use for defects or the presence of risks that stand in the way of normal use. The Client indemnifies us against loss resulting from the use of second-hand goods.
11.3 If an item that we deliver shows (possible) defects, the Client must immediately discontinue use of the item and refrain from using it further, under penalty of forfeiture of warranty and exclusion of our liability.
11.4 The consequences of normal wear and tear, inexpert handling, incorrect use, lack of repair, or incorrect repair or incorrect maintenance fall outside our warranty. The consequences of installation, assembly, modification or repair by the Client or third parties, defects in or unsuitability of goods originating from or prescribed by the Client, and defects in or unsuitability of materials or auxiliary materials used by the Client fall outside our warranty.
11.5 If we are liable for a defect or deficiency, we may choose to either credit the purchase price for the defective goods to the Client or to replace or repair them free of charge.
11.6 Our liability never leads to any obligation on our part other than one of those mentioned in the previous paragraph.
11.7 A warranty as referred to in this article is only granted when the full purchase or rent price has been paid.
12.1 We are always authorised, in the fulfilment of our obligations toward the Client, to use third parties such as sub-suppliers or subcontractors.
12.2 If we resell goods received from our sub-suppliers or use the services of third parties in the execution of our order, only the liability and warranty provisions of said third parties apply. We will inform the Client on request about the applicable provisions. We are never obliged to assume any further guarantee or liability vis-à-vis the Client than that to which we may take recourse vis-à-vis said third parties.
13.1 The Client must inspect the delivered goods immediately after delivery for directly observable defects. Without prejudice to the provisions of art. 5 of these terms and conditions regarding risk on transfer of delivered goods, complaints by the Client about directly observable defects must be submitted to us by registered post within eight (8) days after delivery. In doing this, the Client must accurately state the nature and grounds of the defect and the complaint and of the relevant invoice.
13.2 Unless the defects can only reasonably be discovered after the aforementioned complaint period, our liability lapses if the Client fails to comply with the provisions of the previous paragraph of this article. If a defect can only reasonably be discovered after the complaint period referred to in paragraph 1 of this article, the Client must file a complaint in any case within thirty-six (36) hours after the defect is discovered, in the manner set out in paragraph 1, under penalty of forfeiture of any right as referred to in this article.
13.3 Complaints do not authorise the Client to suspend its payment obligation.
13.4 Each partial delivery is considered a separate delivery within the framework of this article.
13.5 The option to submit a complaint as referred to in this article expires three (3) months after the invoice date.
13.6 We will make every effort to resolve the complaint, if it is justified. This can, always at our discretion, be done by replacement or repair, compensation or other means.
We only provide aftercare or maintenance if this has been expressly agreed in writing.
15. Liability and indemnity
15.1 We are never liable for any indirect loss on the Client’s part or that of third parties, including consequential loss, trading loss, delay loss, loss of profit or personal injury, processing costs incurred in vain, or any (other) indirect loss, from whatever cause that might be incurred by anyone.
15.2 We are not liable for the certification or non-certification of pipe-rail vehicles. In case of delivery without certification (CE declaration) of a pipe-rail vehicle and any loss incurred by the Client, neither we nor our own sub-supplier/subcontractor can be held liable by the Client for such loss.
15.3 Our liability is limited per contract to the relevant contract sum excluding sales tax. The Client undertakes at all times to immediately do, or refrain from doing, everything that will lead to limiting any loss.
15.4 The Client indemnifies us against all claims from third parties, for whatever reason, regarding compensation for loss, costs and/or interest, caused by, occurring with, or in any way related to the goods that we deliver or our execution of the performance.
16 Force majeure
16.1 A deficiency in the fulfilment of our obligations cannot be attributed to us if this deficiency is the result of force majeure.
16.2 In case of temporary force majeure, we are authorised to suspend our obligations for the duration of the force majeure situation. If the force majeure situation has expired, we will fulfil our obligations as soon as scheduling permits.
16.3 If force majeure occurs and it is or becomes impossible for us or the Client to fulfil our obligations, or the temporary force majeure situation has lasted over six months, we are authorised to dissolve the contract in whole or in part with immediate effect. The Client is authorised, if force majeure occurs and it is or becomes impossible for us to fulfil our obligations, or the temporary force majeure situation has lasted over six months, to dissolve the contract with immediate effect, but only for that part of the obligations that we have not yet fulfilled. This regulation excludes the statutory regulation regarding force majeure insofar as it deviates from it.
16.4 The Client is not authorised to claim damages for any loss incurred or to be incurred because of the temporary or sustained force majeure, suspension or dissolution within the meaning of this article.
16.5 In case of temporary or sustained force majeure, we are authorised to separately invoice that which has already been delivered or can be delivered and the Client undertakes to effect payment in this regard as though it involved a separate contract.
16.6 Force majeure is understood to mean any circumstance upon which we can exert no influence, through which the fulfilment of our obligations toward the Client are partially or entirely hindered or through which fulfilment cannot reasonably be expected of us, regardless of whether said circumstance was foreseeable at the time of conclusion of the Contract.
Such circumstances include, among others: terrorism, cybercrime, disruption of digital infrastructure, fire, power failure, loss, theft or failure of tools, materials or information, roadblocks, strikes or work stoppages and import or trade restrictions; state of war and state of siege; civil war; riot; mobilisation; employee actions of any kind; sudden operational disturbances; sudden excessive illness of personnel; prohibitive or restrictive government regulations, amended legislation, amended regulations or court decisions; refusal or failure to obtain an import license or other necessary permission from the government; making imports or exports more difficult by governments or third parties; natural disasters, including pandemics, epidemics, coronavirus; weather conditions, including frost, earthquake and flood.
16.7 Force majeure also includes the circumstance that third parties engaged by us, such as suppliers of raw and auxiliary materials, end products and packaging materials, carriers, or parties such as subcontractors and carriers or other parties on which we depend, do not fulfil their obligations, or do not fulfil them in a timely manner due to force majeure, including: natural disasters, including pandemics, epidemics, coronavirus, weather conditions, terrorism, cybercrime , disruption of digital infrastructure, fire, power failure, loss, theft or failure of tools, materials or information, roadblocks, strikes or work stoppages and import or trade restrictions, state of war and state of siege; civil war; riot; mobilisation; employee actions of any kind; sudden operational disturbances; sudden excessive illness of personnel; prohibitive or restrictive government regulations, amended legislation, amended regulations or court decisions; refusal or failure to obtain an import license or other necessary permission from the government; and complications regarding imports or exports caused by governments or third parties.
17. Suspension and dissolution
17.1 If the Client fails to fulfil its obligations under any contract with us, fails to fulfil them properly or fails to fulfil them on time, as well as in case of suspension of payment, bankruptcy, shutdown or liquidation of the Client's company, we are authorised, without the need for notice of default and without judicial intervention:
- to suspend the execution of the contract and directly related contracts until payment has been sufficiently secured; and/or
- to dissolve the contract and directly related contracts in whole or in part; without prejudice to the exercise of our other rights under any contract whatsoever with the Client and without being obliged to pay any damages.
18. Transfer of rights and obligations
18.1 The Client cannot transfer or pledge any rights or obligations under any article of these general terms and conditions or the underlying contract or contracts without our prior written authorisation. This clause has effect under property law.
19. Termination or cancellation of the Contract
19.1 The Client is not authorised to terminate or cancel the Contract unless we agree to this and the termination or cancellation is effected in writing. If we agree, the Client will owe us an immediately due and payable compensation in the amount of the agreed price, minus the savings for the Contractor resulting from the termination. The compensation shall be a minimum of 20% of the agreed price.
20.1 These Terms and Conditions and all contracts concluded with us are governed by Dutch law. The ‘Uniform Law on the International Sale of Movable Tangible Property’, the ‘Uniform Law on the Formation of Contracts for the International Sale of Tangible Property’ and the ‘Vienna Convention 1980’ on the ‘International Sale of Movable Property’ as well as any present or future international regulations regarding the purchase of movable tangible property, the operation of which can be excluded by the parties, are hereby expressly excluded.
20.2 To the extent permitted by law, all disputes will be submitted to the competent court in The Hague.
21. Repair clause nullities
21.1 If any provision of these general terms and conditions or from the underlying contract should be wholly or partly void and/or invalid and/or unenforceable, as a result of any statutory regulation, court decision or otherwise, this will not affect the validity of all other provisions of these terms and conditions or the underlying contract.
21.2 If a provision of these general terms and conditions or the underlying contract should be invalid for a reason as referred to in the previous paragraph, but would be valid if it had a more limited scope or purport, then this provision will - in the first instance - automatically apply, with the most far-reaching or most extensive, more limited scope or purport with which or in which it is indeed valid.
21.3 Without prejudice to the provisions of paragraph 2, we and the Client may, if desired, enter into consultation to agree on new provisions to replace the void or annulled provisions. In doing this, the aim and purport of the void or annulled provisions will be aligned as much as possible.