Welcome at the conditions page of MULTICARE
The text below is a translation of our General Conditions of Sales as written in Dutch, which Dutch text shall at all time prevail over this translation.
1.1. These General Conditions of Sales shall apply to all Offers and Orders with MULTICARE for the execution of Orders by MULTICARE. Wherever these terms and conditions refer to (execution of) "Orders" this term shall include (delivery of) the Order as defined in art. 5.3 and/or other goods and/or service, unless the provisions concerned show otherwise.
1.2. By entering into the status of "Order" the other party or the Customer (hereinafter "the Customer") shall be deemed to waive other General Conditions of Sales and/or stipulations even if the same are expressly referred to and/or are stated expressly in or on any Offer, acceptance or other documents. Such other General Conditions of Sales and stipulations are hereby expressly repudiated by MULTICARE.
1.3. Acceptance of these General Conditions of Sales by the Customer shall be deemed to also extend to all future Offers and Orders with MULTICARE.
2.0. Information and particulars.
2.1. The Customer shall provide to MULTICARE free of charge, in time and without request all information and particulars required for the execution of Orders by MULTICARE. The consequences of errors and lacunae therein and in designs or specifications provided by the Customer are at the Customer's risk.
3.0. Offers, Orders and Contracts.
3.1. Any Offer made by MULTICARE shall be without engagement.
3.2. Orders and acceptances by the Customer shall be deemed irrevocable Orders.
3.3. MULTICARE shall only be bound if and insofar as it has accepted the Order in writing or has begun implementation thereof. Verbal promises by or arrangements with its personnel shall not bind MULTICARE except if and insofar as MULTICARE has confirmed the same in writing.
3.4. Contracts can between the Customer and MULTICARE can be made additional to our General Conditions of Sales (see for an example at paragraph 14.8.).
4.1. Prices set by or agreed to with MULTICARE are net, therefore exclusive of taxes and duties or charges levied by any Governmental body or authority, including V.A.T. Our prices shall apply only with respect to execution of the Order at regular working hours on and/or on MULTICARE premises.
4.2. If the costs of execution increase after the closing of the agreement MULTICARE shall be entitled to charge the Customer a price-increase if and to the extent that such increase is reasonable.
4.3. For work, not included in the original agreement, MULTICARE shall charge the Customer prices based on standard rates applicable at the time of execution.
4.4. MULTICARE is entitled to charge extra the costs connected with the treatment and/or collection and/or sample taking and/or removal, storage, transportation and destruction of materials, waste, scrap and the like, all in relation with the Order.
5.0. Execution and deviations.
5.1. MULTICARE is entitled to assign third parties to the execution of the Order.
5.2. In addition to the customary and agreed tolerances in measure, performance or otherwise, such variations as are necessary to achieve the desired results, or that are the result of a changed method of working and/or changed manufacturing process shall also be permitted.
5.3. The Customer shall enable MULTICARE to execute the Order unhindered.
5.4. If the Customer shall provide an object for examination by MULTICARE - which shall herein be defined as the "object" or any other agreed object upon which or for the benefit of which the Order is to be executed - on time and ready for the execution of the Order, at MULTICARE's disposal.
5.5. MULTICARE shall be entitled to relocate these objects and other goods of the Customer.
6.0. Period of execution.
6.1. The Order commences at the agreed time. MULTICARE shall be entitled to suspend the commencement until MULTICARE disposes of all goods, information and particulars to be supplied by the Customer and until advance payment, if agreed, is received or payment to MULTICARE is guaranteed.
6.2.1. MULTICARE shall only be bound by express, written agreed-upon delivery dates.
6.2.2. The exceeding of the delivery date by MULTICARE gives the Customer the right to collect liquidated damages insofar as these are agreed-upon in writing. The amount of such liquidated damages shall never exceed 5% of the agreed-upon price for the delayed work. Delay by MULTICARE shall otherwise not entitle the Customer to indemnification, rescission of the contract, or non-performance of any of his contractual obligations.
6.2.3. The Customer, however, is entitled to terminate the contract in respect of the non-performed part, if the Order is not delivered within a final reasonable period notified to MULTICARE in writing.
6.2.4. In case of such termination, the Customer's right to claim liquidated damages is waived.
6.3. The time for delivery as agreed or notified by the Customer as provided in clause 6.2., shall be extended by the period of delay, caused by Force Majeure, irrespective of whether the circumstances causing Force Majeure have occurred prior to or after the time the Order should have been completed. The time for delivery shall also be extended by the amount of time any payment or the discharge of any other obligation of the Customer is later than agreed or later than MULTICARE could reasonably expect irrespective of whether or not the Customer is in default.
7.0. Work by the Customer or third parties.
7.1. Without written consent of MULTICARE the Customer is not entitled to carry out or order to carry out Order on or to the Order or other goods on or adjacent to MULTICARE.
7.2.1. The Customer is liable for any damage caused to MULTICARE by the Order or other goods of the Customer by transport or by third parties employed by him, regardless whether such damage was caused by any fault of the Customer.
7.2.2. The Customer shall indemnify MULTICARE for all claims by his personnel or by such third parties, for damage related to their presence at MULTICARE, regardless whether such damage was caused by any fault of MULTICARE.
8.0 Environment, safety and rules of MULTICARE.
8.1. The Customer shall assure safe working conditions and shall at all time comply with the current environmental and safety regulations and with the rules of MULTICARE.
8.2. The Customer shall inform MULTICARE, prior to commencement of the Order, of the presence of hazardous materials including but not limited to asbestos and chemical or radioactive waste and which measures have been taken in the last 90 days in this respect.
8.3. The Customer shall lend its cooperation to the investigation by MULTICARE of safe working conditions. MULTICARE is entitled to suspend and/or to end the Order if there is reasonable doubt as to the safety of these conditions and/or to take (or have taken) measures for improvement.
8.4. All costs and damages arising there from shall be for the account of the Customer. It is recognized by the Customer that removal of asbestos and other hazardous materials is subject to strict regulations of Dutch laws.
9.0. Delivery and testing.
9.1. The Order shall be delivered when the Order is accepted and approved by the Customer.
9.2. The Order shall be deemed delivered if:
a. The Customer does not cooperate in acceptance and testing on the time notified by MULTICARE for delivery, or wrongfully or without proper motivation refuses to approve;
b. The Order has left MULTICARE or the Customer appears to have in fact taken control of the Order or, respectively, the part of the Order upon which was worked;
c. The Customer does not immediately inform MULTICARE of possible shortcomings at the time of delivery and/or does not give a written confirmation thereof within 48 hours thereafter.
9.3. Minor or usual shortcomings are no reason for refusal of acceptance and approval. These shortcomings will be recorded in writing by the Customer and MULTICARE, in addition to which MULTICARE will state within which period of time the remedying of these shortcomings will take place.
9.4. MULTICARE is entitled to partially deliver the Order if the delivery of the rest of the Order is rendered (temporarily) impossible or hindered by Force Majeure.
10.0. Risk and title.
10.1. The risk in respect to the Order and other goods of the Customer, or to be supplied by the Customer shall be for the Customer. The risk in respect of goods to be delivered by MULTICARE, shall be for the Customer upon installation in, respectively upon incorporation in, goods of the Customer.
10.2. Unless otherwise agreed in writing, all goods delivered by MULTICARE shall remain the property of MULTICARE until such time as the Customer has paid in full all that is owed to MULTICARE in connection with the underlying agreement, and in so far as is permitted by law, in connection with other agreements with the Customer.
10.3. The industrial and intellectual property rights to or associated with the Order remain with MULTICARE or third parties entitled thereto, and are never transferred to the Customer.
10.4. MULTICARE guarantees that the products to be delivered by MULTICARE do not violate any patent, copyright, mark right and/or model rights or any other intellectual rights of third parties and indemnifies the Customer against all legal claims as a result of this vis-à-vis. MULTICARE shall pay the Customer all costs, losses and interests that are the result of any (supposed) infringement, including those of litigation costs and costs of legal aid.
10.5. Unless otherwise agreed in writing, all goods are legally delivered by MULTICARE 7 days after receiving the notice send by MULTICARE to the Customer that the goods are ready for transport to the address given by the Customer.
10.6. Unless otherwise agreed in writing, carriage of the goods to be delivered shall be at the full expense and risk of the Customer.
10.7. In the case that the Customer shall pay the Order after an agreed period, the Customer is obliged to take out a transport insurance that insures him adequately against all current risks of transport, irrespective of whether this carriage is effected by air, by rail, by road or via ocean or inland shipping. The Customer must see to it that MULTICARE is mentioned in the policy as a co-insured. If desired by MULTICARE the policy shall be submitted to MULTICARE beforehand for inspection and approval.
11.0. Force Majeure.
11.1. MULTICARE is entitled to invoke Force Majeure if the execution of the Order is, in whole or in part, temporarily or not, prevented or hindered by circumstances reasonably to be considered beyond its will, including but not limited to, requirements of civil or military authorities, fire, accidents of any nature, damage to the work, failure of metal casting and/or forging work, unworkable weather conditions, delay in the supply of parts, goods or services by third parties, transportation difficulties, business or labor disturbances, illness of personnel and strikes. In the event of such occurrence MULTICARE may invoke Force Majeure with respect to any Order execution of which is prevented or hindered, irrespective of whether the occurrence is directly connected to that same work. MULTICARE may also invoke Force Majeure if execution of the Order is delayed due to priority given to other Order if such priority is reasonably required.
11.2. In case of Force Majeure on the part of MULTICARE its obligations are suspended. If MULTICARE invokes Force Majeure for a period longer than 1 month, MULTICARE and the Customer, without prejudice to the provision of article 15, are both authorized to rescind the agreement in as far as not yet executed, by a written declaration to the other party, without being liable for any damage.
12.1. On delivery, all liability of MULTICARE ends, except for the guarantee pursuant to this article.
12.2. MULTICARE shall repair free of charge on its own location all defects not visible at delivery and due to faults in material, workmanship or design which become apparent within the guarantee period, provided that the defect is notified to MULTICARE in writing within 7 days after its discovery.
12.3. The obligation to repair is limited to repair of the defective part and shall not extend to consequential damages.
12.4. All costs and expenses to be incurred by the Customer in taking the Order to and keeping the same at MULTICARE shall be for the Customer's account.
12.5. If reasonable, MULTICARE shall allow the Customer to have the repair Order executed at another location. If so, MULTICARE's liability shall be limited to the amount of costs and expenses that MULTICARE would have incurred in executing the repair Order at its own location within the guarantee period.
12.6. The guarantee period shall be for 12 months after delivery to the Customer.
12.7. All guarantee obligations lapse if the Customer fails in the performance of any obligation pursuant to this agreement.
12.8. No guarantee applies to Orders supplied or prescribed by the Customer. All painting and coating are likewise excluded from this guarantee.
12.9. In regard to Orders supplied by and Order executed by third parties, the guarantee obligations of MULTICARE shall never be greater or of longer duration than the guarantee obligations of the supplying party towards MULTICARE. MULTICARE shall be discharged with respect thereto when it transfers to the Customer its possible claims against the third party (parties).
12.10. Work, including inspection, performed upon unjustified guarantee demands by the Customer, shall be charged to the Customer, in accordance with article 4, clause 3 and these general conditions shall apply.
13.0. Liability and indemnification.
13.1. MULTICARE's liability in connection with any shortcomings in the executed Order is limited to the fulfilment of the guarantee described in the previous article.
13.2. MULTICARE shall not be liable for damages, except if and insofar as MULTICARE shall inflict damages intentionally or through gross negligence. However, except in the case of intent on the part of MULTICARE, liability of MULTICARE for loss of profit, consequential or indirect damages is, at all times excluded. In this clause gross negligence or intent of MULTICARE means gross negligence or intent of MULTICARE's officers and of managing officials identifiable with MULTICARE.
13.3. In all cases in which MULTICARE despite the previous provision (article 13.2) is obliged to pay damages, this liability shall never exceed the lesser of 25% of the price of the executed Order as a consequence of which or in connection with which the damage was caused or the sum of US$ 2,000.
13.4. Every claim against MULTICARE, except those which MULTICARE has expressively acknowledged in writing, expires by the mere lapse of 12 months after its arising.
13.5. Stipulations which limit, exclude or determine the liability towards MULTICARE in connection with goods or services supplied by MULTICARE's suppliers or subcontractors can also be asserted against the Customer by MULTICARE.
13.6. The Customer shall hold harmless and indemnify MULTICARE and its employees for each claim by third parties in connection with the performance by MULTICARE of the Order, insofar as those claims exceed or differ from the liability of MULTICARE towards the Customer.
14.0. Payment and security.
14.1. Unless otherwise agreed in writing, all payments to MULTICARE must take place within 30 days after the invoice date and in any case no later than on the date on which the Order shall be (deemed to be) delivered unless another payment period is agreed in writing. MULTICARE has, however, at all times the right to demand full or partial payment in advance, and/or to demand advance guarantee of payment.
14.1.1. An agreed credit period does not diminish this right.
14.2. The Customer shall within 30 days after the invoice date both submit in writing to MULTICARE objections against invoices, if any, and discuss these objections at the offices of MULTICARE, in person or represented by an expert appointed by him, in the absence of which the charged amount shall be deemed to have been accepted by the Customer and disputing the same shall no longer be admissible.
14.3. The Customer renounces any right to set off against and/or compensate with amounts due between parties. Guarantee claims do not suspend the payment obligations of the Customer.
14.4.1. If the Customer does not settle any of the amounts payable by him in accordance with the foregoing he will be in default without prior notice of default. As soon as the Customer is in default with any payment, all remaining claims by MULTICARE against the Customer are payable and the Customer is immediately in default without prior notice of default with respect to those claims. As from the day on which the Customer is in default, he owes to MULTICARE interest of 1,5% per month or part of a month during which the default continues.
14.4.2. In case of default the Customer shall pay the out-of-court expenses. These costs shall be deemed to amount to no less than 15% of the amount due.
14.5. MULTICARE is entitled to retain the goods and documents belonging to the Customer, which are or will be in MULTICARE's custody, until all the Customer owes to MULTICARE shall have been received by it. If at delivery of the aforementioned goods and documents, a claim is not yet payable by the Customer, MULTICARE is entitled to retain such goods and documents until payment is sufficiently guaranteed.
14.6. MULTICARE shall be compensated by the Customer for the costs made in connection with the retention of the goods and/or documents.
14.7. All goods of the Customer which MULTICARE or third parties may have and in connection with which Order is executed by MULTICARE, shall constitute collateral for all debts, including those concerning damage, costs and interest, which are receivable from the Customer in connection with the underlying Order and/or other Orders with the Customer.
14.8. In case of a large Order (under the sole decision of MULTICARE) a Contract can be needed between the Customer and MULTICARE to assure payments. This Contract can have the following content:
14.8.1. The Contract price for the Order is [Euro], and this sum is to be paid by the Customer in the following installments:
- the first installment of [percent] of the Contract price is payable on the date of signing the Contract;
- the second installment of [percent] of the Contract price must be paid [date];
- the third installment of [percent] of the Contract price must be paid [date];
- the fourth and last installment of [percent] of the Contract price must be received by MULTICARE [prior to or (days) after] delivery.
14.8.2. Each of the payments referred to in paragraph 14.8.1 is due and immediately payable following inspection and approval of the Order to which the payment refers, and within 10 days after the Customer has received the relevant approvals, this being as described in paragraph 14.8.3 of this Article. Payment of the last installment is due and should be received by MULTICARE [prior to or (days) after] the departure of the Order from MULTICARE's premises.
14.8.3. MULTICARE shall issue to the Customer the following documents for each of the installment payments that fall due in accordance with the payment schedule set forth in paragraph 14.8.1:
a) a written statement from MULTICARE that the specific work to the Order as stated in the payment schedule has been carried out in accordance with the Contract;
b) a written statement from the representative of the Customer that the Order as stated in the payment schedule has been carried out in accordance with the Contract.
14.8.4. Payment is to be made by transfer and credit to our [bank account number], in the name of MULTICARE at the [bank], quoting [invoice number].
18.104.22.168. If the Customer is late in paying and/or does not pay in accordance with the payment schedule referred to above, MULTICARE has the right to demand late payment interest as described further in these General Sales Conditions applicable to this Contract, as referred to in paragraphs 14.4.1 and 14.4.2.
22.214.171.124. If the delay in payment lasts more than 15 working days after the due date, MULTICARE has the option of suspending its obligations arising from the Contract until the amount due has been received.
14.8.6. Any extra work or less work shall be settled as follows: 50% of this extra or less work being settled with the next installment that is due, and the remaining 50% being paid at the same time as the last installment, which means that any additional work must be paid for by the Customer prior to delivery.
14.8.7. In the event of a dispute relating to the additional and/or less Order and/or the amounts due as a result of compensation, the Customer is obliged to make payment whilst reserving his rights to reclaim all or part of that which has been paid.
15.1. If the Customer does not in time or not adequately fulfill one or more of its obligations, is declared bankrupt, requests (temporary) moratorium or proceeds to liquidate its business, as well as when its assets are attached in whole or in part, MULTICARE has the right at its option to suspend its performance under the Order or to rescind the Order in whole or in part by means of a written declaration and without prior notice of default and always without prejudice to any rights to which MULTICARE is entitled with respect to compensation for costs, damage and interest.
15.2. The Customer is authorized to rescind only in the cases referred to in articles 6 and 11 of these conditions, and in such case only after payment to MULTICARE of all amounts owed to MULTICARE at that time, whether or not payable.
15.3. If the Order is rescinded pursuant to article 15.1. before the agreed Order is finished or the period of time in which the Order should be executed has elapsed, MULTICARE shall be entitled to the full agreed price for the agreed Order, less the savings arising directly from the rescission. If the Order ends by rescission by the Customer, MULTICARE shall be entitled to full payment of such part of the agreed price as is in proportion to the part of the Order already executed.
15.4. Unless otherwise agreed in writing, all articles in our General Conditions of Sales are also valid for all hand given or send, free or paid, samples by MULTICARE.
16.1. Save as MULTICARE may agree and approve in writing, the Customer shall not be permitted to assign to others any of his rights as against MULTICARE under the Order or otherwise.
16.2. Passing of these rights is excluded towards MULTICARE with respect to rights of action.
17.0. Binding third-party ruling in case of disputes
17.1. The disputes that will have to be subjected to a binding third-party ruling concern all (technical) disputes that arise during the duration of the Order and which will have to be settled in the shortest possible time in order to ensure proper progress of the Order, such as (though not limited to) potential errors or ambiguities in the Order, the documents, the specifications or the drawings, differences in opinion about the structural or technical possibilities with regard to specific modifications that are required or deviations, disputes concerning the necessary or desirable execution of specific work, disputes about access to MULTICARE's premises, the presence of certain persons during tests or trials, disputes about the degree of completion in connection with the amount owing under an installment, and all other disputes of whatever nature that require quick settlement in order to ensure smooth progress of the Order.
17.2. The parties to a third party as referred to above shall submit disputes charged with making a binding ruling who is appointed jointly by the parties.
18.1. All other disputes arising from or in relation to this Order are to be subject to arbitration in Dordrecht (The Netherlands) in accordance with the Dutch Arbitration Rules, details of which can be obtained from the Chamber of Commerce in Rotterdam (The Netherlands).
19.0. Supplementary terms and conditions
19.1. Our General Conditions of Sales are filed by MULTICARE at the Clerk's Record Office of the Chamber of Commerce in Rotterdam (The Netherlands) on [date] under [number] or the version that is in force on the date on which the Order is concluded, in so far as these are appropriate to this Order and in so far as not expressly provided for otherwise in our General Conditions of Sales.
20.0. Mutual notification
20.1. All notifications as referred to in or resulting from this Order are to be made in writing and shall, with the exception of any separate specified reports, be sent to the involved parties by fax and by e-mail to the respective addresses and for the attention of the stated persons, as given by the Order.
21.0. Authentic language.
21.1. This Contract was originally made in the Dutch language.
21.2. If and in so far a dispute or difference of opinion would arise between the parties to the Order regarding the exact meaning of a certain article or stipulation in our General Conditions of Sales, the Dutch version of our General Conditions of Sales shall prevail.
22.0. Disputes and applicable law.
22.1. If unavoidable, all legal disputes existing between parties shall be hold for trial exclusively by the competent Court in Dordrecht (The Netherlands).
22.2. Our General Conditions of Sales and disputes are subject to Dutch Law.
22.3. The language of all arbitrations, disputes, legal hearings and legal documents will be Dutch or English, the choice is the sole discretion of MULTICARE.
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