General Delivery Conditions of Platoflex®
- These conditions apply to any and all agreements entered into by Platoflex®, with offices in Amersfoort.
- The term agreements includes the ‘individual’ sale of polyester stucco panels and any orders for the installation of these polyester stucco panels in a location to be specified by the client.
- Other conditions deviating from those of Platoflex® are only binding if they have been agreed in writing.
- Any other installation work will be performed under contract at a predetermined price.
2.1 Contracted work: All quotations in respect of contracted work shall take place in accordance with a full description submitted simultaneously with the quotation, possibly with drawing(s). Minor deviations in the dimensions shall not constitute an obstacle to payment.
2.2 All work will be performed in accordance with the specified dimensions, drawing(s) and provisions of the agreement, possibly with due observance of the provisions of paragraph 1 of this article.
2.3 Unless agreed otherwise, offers of Platoflex® are valid for 14 days.
3.1 All other offers and/or quotations are without obligation, unless explicitly stated otherwise.
3.2 Verbal offers by Platoflex® or its employees are not binding, unless they have been confirmed in writing.
4.1 Arrangements or agreements with subordinate staff of Platoflex® shall not be binding for Platoflex® if they have not been confirmed in writing by the management. The term subordinate staff in this context means all employees who are not authorized to do so.
5.1 The purchase agreement of (natural) goods and the performance of work shall not be binding for the client until confirmed by the client.
5.2 Any agreement concluded with Platoflex® contains the condition subsequent that Platoflex®, exclusively at its discretion deems the creditworthiness of the client sufficient. The client shall allow Platoflex® to make inquiries concerning the client where necessary, for which inquiries Platoflex® will turn to accredited and competent authorities, which costs shall be borne by Platoflex®.
5.3 Information about the offered goods, such as properties, measurements, weights etc. and information in printed matter, drawings, images and suchlike supplied by Platoflex® with the offer are not binding for Platoflex® and is provided in good faith. The client shall ensure that printed matter, drawings, images and suchlike are neither copied nor made available or handed to third parties, or the context thereof is disclosed to third parties.
5.4 In the event of independent work, the costs incurred by us are always based on the actual costs.
6.1 Platoflex® only accepts the applicability of general conditions of contract partners and/or third parties if they have been explicitly agreed in writing.
6.2 Any applicability of said general conditions shall not affect the applicability of the general conditions of Platoflex®, unless these are contrary to such general conditions of contract partners and/or third parties.
6.3 General conditions are only accepted by Platoflex® under the conditions referred to above and are only applicable to the relevant transaction. Transactions at a later date shall not automatically take place under those conditions.
7.1 Platoflex® reserves all intellectual property rights to all designs, illustrations, drawings and models provided by Platoflex®. Reproduction, publication and copying is only permitted with the explicit written permission of Platoflex®.
7.2 The designs, images, drawings and models referred to in the first paragraph shall remain the non-transferable property of Platoflex® and shall be returned immediately on request.
7.3 For every action contrary to this provision, the other party shall owe a fixed penalty of € 10,000, without prejudice to the right of Platoflex® to claim full compensation.
8.1 Platoflex® is required to perform the commissioned work in compliance with the provisions of the agreement.
8.2 Platoflex® accepts the assignment under the condition that any permits, exemptions and allocations required for the work are granted in good time.
9.1 The client shall ensure that Platoflex® has the following at its disposal in good time:
- A the information and approvals required for the setup of the work (including permits, exemptions and decisions, etc.), where necessary in consultation with Platoflex®.
- B the site and/or the area where the work is to be performed.
- C sufficient opportunity for the supply, storage and/or disposal of (natural) goods, building materials, materials and equipment.
- D connection facilities for (electrical) machines, lighting, water and other energy required for the performance of the work;
- E drawings of the location of cables, pipes and conduits etc.
- F security people when work is performed at (public) roads.
9.2 The client shall provide water, electricity, storage for materials etc. without being entitled to a reimbursement, if these are available at the site of the work.
9.3 If the client has reserved the supply of certain materials and/or the performance of certain parts of the work for itself, it will be liable for any late delivery or performance thereof.
9.4 If the commencement or progress of the work is delayed by circumstances for which the client is responsible, the damage and costs ensuing from this for Platoflex® may be charged to the client.
10.1 In all cases, Platoflex® will take the term “soil” to mean: unpolluted soil. All costs of delays, surveys, processing etc. will be passed on to the client unless the client has stated that there is chemical or other contamination in writing on the assignment in advance. This statement must be accompanied by one or more certified analyses.
10.2 If there is any asbestos or other harmful substance or if this can be released during clean-up, the removal thereof is not included in the quotations of Platoflex®, unless the client has stated in writing in advance that these substances are present, thereby also stating the quantities and locations of the substances concerned.
11.1 The client authorises Platoflex® to have a designated third party perform the contract at a time desired by Platoflex®. This must, however, be a reasonable time for the client, if work is outsourced to third parties.
12.1 If, after the time when the assignment is given, any changes are made by the authorities or unions in the wages, employment conditions and social provisions, either party will be authorised to require a full setoff.
12.2 Unforeseen interim changes in the prices of materials can be passed on.
12.3 If the fluctuation of prices exceeds 5% of the agreed transaction, both parties will be authorised to require a full setoff.
13.1 Unless agreed otherwise, materials of the normal commercial quality will be delivered and processed.
13.2 (Natural) goods to be removed by Platoflex® during the work may accrue to it, possibly under an obligation to pay a fair price.
13.3 Minor deviations in quality, colour, hardness, thickness shall not constitute a reason for rejection. In the assessment whether the deviations of a delivery exceed the permissible limits, an average shall be taken from the delivery. Minor changes (e.g. minor model changes) of or to the items or (natural) goods supplied on by Platoflex® shall not constitute a reason for rejection.
14.1 In principle, the work includes everything that has been agreed between the parties in writing.
14.2 Contract variations agreed between the parties before or during the performance of the work are eligible for setoff.
14.3 Costs incurred by Platoflex® which are not attributable to it can be charged to the client.
15.1 If the client cancels the order and/or refuses to purchase the (natural) goods, it shall accept and pay for the materials and raw materials already purchased by Platoflex®, whether or not adapted or processed, at cost price, including wages and social charges and the client shall otherwise be liable to pay to Platoflex® a full reimbursement for the work already performed. The Client shall also owe to Platoflex® the amount of one third of the agreed price by way of compensation. In addition, the client shall indemnify Platoflex® against any claims from third parties as a consequence of the cancellation of the contract and/or the rejection of the (natural) goods.
15.2 Without prejudice to the provisions of the preceding paragraph of this article, Platoflex® reserves all its rights to claim complete fulfilment of the agreement and/or full compensation.
15.3 The granting or not granting of permit(s), subsidies, funding and other unforeseen circumstances shall never constitute a reason to cancel a contract, unless the client and Platoflex® agree otherwise in writing at such time.
16.1 The agreed delivery dates shall not constitute a deadline, unless explicitly agreed otherwise. In the event of late delivery, the client shall put Platofex® in default in writing.
16.2 The delivery deadlines have been determined in the expectation that there will be no obstacles for Platoflex® in the performance of the work.
16.3 When (natural) goods have been ordered and not purchased by the client after the expiry of the delivery deadlines, these goods will be stored at the expense and risk of the client.
17.1 The work shall be deemed to have been completed when Platoflex® notifies the client thereof verbally or in writing and/or if the client has taken the installed and/or erected structure into use.
17.2 If a specific completion date has been agreed, it will be extended automatically in the event of an interruption which is not attributable to Platoflex®, such as days not worked due to weather conditions, strikes, lockout, war, threat of war or other special circumstances as referred to in the article “Force Majeure”.
17.3 In general, no warranty is given for independent work performed by the client itself. This also applies if it appears that no maintenance has been performed on the polyester stucco and/or the garden where the polyester stucco is installed, if the client does not have the maintenance performed by Platoflex®, after the installation and/or placement thereof.
17.4 For guarantee terms of Platoflex® products refer to the warranty conditions on the website.
18.1 The client shall, immediately after the delivery or completion of the work and/or the (natural) goods, conduct a thorough inspection for defects and in the event any defects are detected, notify Platoflex® thereof in writing immediately or at any rate within 48 hours after delivery or completion.
18.2 If the client fails to notify Platoflex® within 48 hours after the day of delivery and/or completion of defects that could have been noticed in a thorough inspection, then the client will be deemed to agree to the condition in which the purchased goods or work were delivered respectively completed and any right to lodge a complaint will be cancelled.
18.3 Platoflex® must be given the opportunity to check submitted complaints in good time. In the event of agreement, a written statement shall be prepared.
18.4 If the complaint is justified in the opinion of Platoflex®, Platoflex® shall either pay reasonable compensation not exceeding the invoice value of the (natural) goods delivered, or ensure that the defects will be corrected, or redelivered and installed.
19.1 Platoflex® is not liable for any costs, damages and interest that may arise as a direct or indirect result of: force majeure as provided in article 20 of these conditions. Neither is Platoflex® liable for any acts or omissions of the client, its employees or other persons employed by or on behalf of the client. Failure of the client in the maintenance and normal handling of the delivered goods will not be reimbursed, because Platoflex®® will never accept liability for this. Damage to the delivered goods as a result of external mechanical and chemical or biological effects, fungi, pests, etc. shall not be at the expense of Platoflex®®. Neither is Platoflex® required to pay any compensation for any other external cause of damage.
19.2 Platoflex® will in principle not be required to pay any compensation for any consequential damage and loss of profits of any client, depending on the nature of the fault.
19.3 When materials, parts or tools required for the performance of the contract have been provided for the work, the client will be liable for any risk or damage of any kind that may be caused to the materials, equipment, parts or tools, such as theft, fire, water damage or damage, without prejudice to the right of the client to prove that this is the result of negligence on the part of Platoflex®.
19.4 Work performed in the vicinity of cables and pipes of the client automatically means that damage caused by the work on these items shall never result in liability. This also applies to consequential damage. All this is also excluded if the (excavation) work is performed by third parties on behalf of Platoflex®.
20.1 Extraordinary circumstances, such as storm damage and other natural disasters, obstruction by third parties, obstruction to transport in general, total or partial strikes, riots, war or threat of war, both in this country and in the country of origin of the materials, exclusions, loss of or damage to goods during transport to Platoflex® or the client, or the non or late delivery of goods by suppliers of Platoflex®, export and import bans, total or partial mobilization, obstructive measures imposed by any government, fire, malfunctions and accidents at the company or of the means of transport of Platoflex®, or of the means of transport of third parties, the imposition of levies or other government measures which lead to changes in the factual circumstances, shall constitute force majeure for Platoflex®, which shall release Platoflex® from its obligation to deliver goods or perform work, without the client being entitled to compensation of any kind or whatever name.
20.2 In these cases Platoflex® is authorised, entirely at its own discretion, to cancel, suspend or amend the purchasing contract and/or contract for the performance and completion of works until the extraordinary circumstances have ceased to exist, whereby the client will be required to pay for any performance already completed. The client cannot claim any refund for payments already made by the client that have already been used to purchase goods.
21.1 As long as Platoflex® has not received full payment for an agreement of the parties with respect to the delivery of goods and/or performance of work or the purchase/sale (including any damage, costs and interest), the delivered goods will remain the property of Platoflex®.
21.2 Platoflex® is authorised to reclaim these goods/items and to take possession of them if the client fails to fulfil its obligations, is wound up, applies for or is granted a moratorium, is declared bankrupt or the goods are attached.
21.3 As long as the client has not fulfilled its obligations, it may not dispose of the sold and delivered items/goods.
22.1 If the client is in default in respect of /fails to fulfil any of its obligations it shall be in default without any notice of default being required. Without prejudice to the provisions of the Dutch Civil Code, in the event of default Platoflex® will be authorised to suspend its obligations arising from the agreement, or declare the agreement fully or partly terminated without judicial intervention, such at its discretion.
22.2 Platoflex® also has the rights referred to in the previous paragraph of this article if the client is declared bankrupt or if its bankruptcy is filed for, if he has applied for or is granted a moratorium, its real property/assets have been attached, his business has been wound up and/or is or will be taken over by a third party or if he intends to leave the Netherlands. In all these cases, all claims of Platoflex® on the client shall be immediately due and payable.
23.1 Payments, including those in instalments shall be made within 8 days after the invoice date or within the agreed periods, unless agreed otherwise in writing.
23.2 Platoflex® is entitled to charge 1.25% interest per month from the date on which the invoice/invoices is/are sent if the payment of the amount due is not received by Platoflex® within the prescribed period.
23.3 Platoflex® is also entitled to claim from the client, apart from the principal sum and interest, all the costs incurred both in and out of court caused by the failure to pay on the part of the client, including lawyers’ fees, the costs of an attorney, bailiff and collection agency.
23.4 The extrajudicial costs are 15% of the principal sum plus interest, with a minimum of €50.-. The extrajudicial costs are also increased by any costs of legal advice and assistance.
24.1 Any disputes arising from the agreements concluded between the parties, including the collection of amounts due, are governed by Dutch law.
All disputes will be submitted to the competent court in Utrecht.