General conditions of offer, sale, delivery, payment, installation, repair and maintenance of the Dutch association of companies in the field of refrigeration technology and air treatment NVKL: wholesalers, importers and manufacturers of semi-finished products and installation companies in refrigeration technology, filed with the Griffi e of the District Court in The Hague on February 18, 2015 year under No. 25/2015.
SECTION I. General provisions Article 1 Defi nitions
In these general terms and conditions, the following definitions shall apply:
– Supplier: the entrepreneur in the field of refrigeration and air treatment who is party to any agreement for the delivery of products, namely the delivery of goods, or the delivery of services such as assembly, installation, repairs, inspection or maintenance, including this entrepreneur who refers to these terms and conditions in his offer.
– Customer: other party or counterparties to the agreement referred to above. – Product: item or service, such as assembly, installation, repair, contract work, inspection or maintenance.
– Repair: the restoration of a case.
– Written: by means of a document signed by both parties or by letter, telefax or e-mail message or any other technical means agreed upon by the parties.
Article 2 Applicability
2.1 Unless the parties have agreed otherwise in writing, these general terms and conditions apply to each agreement between the supplier and the buyer, irrespective of whether this agreement concerns the delivery of goods and/or the provision of services. Any reference by the buyer to own general terms and conditions is expressly rejected by the supplier.
2.2 The provisions of Sections II, III and IV contain specific regulations and are in addition to the general provisions in Section I. In case of conflict between the provisions in Section I and the provisions in Sections II to IV, the latter shall prevail.
Article 3 Offer
3.1 Offers in any form are without obligation unless expressly stated otherwise.
3.2 Offers are based on execution under normal conditions and during normal working hours.
Article 4 Agreement
4.1 If the agreement is entered into in writing, the supplier shall only be bound after written acceptance on his part of the order and after receipt of the advance payment for the order, if advance payment has been agreed.
4.2 If it has been agreed to deliver and calculate in parts, each part, insofar as the contrary does not follow from any provision, shall be regarded as a separate agreement, in particular with regard to the provisions on payment and warranty.
4.3 Additional work is considered to be everything that is delivered and/or installed by the supplier in consultation with the customer, whether or not recorded in writing, during the execution of the agreement in excess of the quantities explicitly recorded in the contract or order confirmation, or is performed by him in excess of the work explicitly recorded in the contract or order confirmation.
4.4 For the scope and nature of the agreement, the Supplier’s order confirmation shall be binding.
4.5 The agreement covers only the delivery of those products specified therein.
4.6 Data mentioned in catalogs, images, drawings, size and weight specifications, etc. are only binding if and insofar as they are explicitly included in a contract signed by the parties or an order confirmation signed by the seller.
4.7 The intellectual property rights to all intellectual property rights that rest on goods that are made available to the buyer through the intervention of the supplier shall remain vested in the initially entitled party. The buyer undertakes to keep confidential all data and know-how provided to him through the intervention of the supplier and to respect all intellectual property rights. The buyer is obliged to hand over documents and other data carriers containing works or data protected by copyright as referred to in the previous sentences to the supplier upon first request, insofar as he does not need to have these at his disposal within the framework of the execution of the agreement in question. The obligations resting on the buyer by virtue of the aforementioned provisions apply mutatis mutandis to copyrightable items and data that the buyer provides to the supplier.
4.8 All drawings, images, catalogs and other data and the intellectual property rights to the information contained therein provided by the supplier shall remain the property of the supplier and must be returned to the supplier immediately upon request. The buyer shall not be permitted to copy or imitate these drawings etc. and/or provide them or allow them to be viewed by third parties, except for the execution of the agreement.
Article 5 Prices
5.1 The prices stated in the offer or order confirmation are exclusive of VAT and other sales and delivery-related taxes and duties.
charges, and are furthermore either based on delivery “ex works/warehouse” in accordance with Incoterms in force at the time the off erte was issued or at the time the contract was concluded. In case of delivery “ex factory/warehouse” the prices are calculated “unpackaged”, unless otherwise agreed.
5.2 If after the date of formation of the agreement one or more of the cost price factors undergo an increase – even if this occurs as a result of foreseeable circumstances – the Supplier shall be entitled to increase the agreed price accordingly. However, this right shall not exist for 3 months after the date of conclusion of the Agreement, except insofar as it concerns the maintenance contract referred to in Section IV.
5.3 The Agreement shall include the Supplier’s authority to charge separately for additional work performed by the Supplier as soon as the amount to be charged for it is known to the Supplier. For the calculation of additional work, the rules given in paragraphs 1 and 2 of this article shall apply accordingly.
5.4 Costs of loading and unloading and transport of raw materials, semi-finished products, models, tools and other items made available by the buyer are not included in the price and will be charged separately. Costs paid by the supplier in this regard shall be considered advance payments at the buyer’s expense.
Article 6 Payment
6.1 Payment of amounts due to the Supplier must, unless otherwise agreed, be made within thirty days of delivery.
6.2 The supplier has at all times the right to claim the total of the amounts due from the buyer in advance. For amounts above € 25,000, the payment schedule, unless otherwise agreed, is as follows:
6.3 All payments shall be made without deduction or set-off to a bank or giro account to be designated by the Supplier.
6.4 The terms of payment are not related to the delivery of the products, unless otherwise agreed.
6.5 If the buyer fails to pay on time, he shall be deemed to be in default by operation of law and the supplier shall have the right, without any notice of default, to charge the buyer interest on the unpaid instalments that have become due at a rate of 3 points above the statutory interest rate applicable in the Netherlands, as referred to in Article 6:119a and Article 6:120 paragraph 2 of the Dutch Civil Code, without prejudice to the other rights to which the supplier is entitled, including the right to recover extrajudicial collection costs from the buyer in addition to and above any judicial costs relating to the claim.
6.6 Payments shall first be applied to reduce the extrajudicial and judicial costs, then to reduce the interest, and only then to reduce the invoice amounts due, each time starting with the oldest invoice.
Article 7 Retention of title
7.1 The supplier retains title to all goods it has delivered to the buyer until the amounts due, including interest and costs, for all these goods have been paid in full. If work to be compensated by the supplier for the benefit of the buyer has been carried out by the supplier within the framework of the agreement, the aforementioned retention of title shall apply until the buyer has also paid these claims from the supplier, also including interest and costs. The retention of title shall also apply to all claims the supplier may obtain against the buyer on account of the buyer’s failure to fulfil one or more of his obligations to the supplier.
7.2 As long as ownership of the delivered goods has not passed to the Customer, the Customer may not pledge the goods or grant any further right to them to a third party, subject to the provisions of the sixth paragraph of this article.
7.3 With regard to delivered goods that have passed into the ownership of the buyer through payment and are still in the hands of the buyer, the buyer will, as soon as the supplier indicates that it wishes to do so, cooperate in the establishment of pledges as referred to in article 3:237 of the Dutch Civil Code as additional security for claims, other than those referred to in article 3:92 paragraph 2 of the Dutch Civil Code, that the supplier may have against the buyer for whatever reason.
7.4 The buyer is obliged to keep the goods delivered under retention of title with due care and as the recognizable property of the supplier. The buyer is obliged to insure the goods for the duration of the retention of title against fire, explosion and water damage as well as theft and to make the policies of these insurances available to the supplier for inspection on demand. All claims of the buyer against insurers of the goods by virtue of the aforementioned insurance policies will be pledged to him by the buyer as soon as the supplier indicates that he wishes this, in the manner indicated in article 3:239 of the Dutch Civil Code, as additional security for the supplier’s claims against the buyer.
7.5 If the buyer fails to meet his payment obligations to the supplier or if the supplier has good reason to fear that he will fail to meet those obligations, the supplier is entitled to take back the items delivered under retention of title. After repossession
customer will be credited for the market value, which in no case can be higher than the original purchase price, less the costs incurred on the repossession.
7.6 The customer shall be permitted to sell and transfer the goods delivered under retention of title to third parties in the ordinary course of his business. In the event of sale on credit, the customer shall be obliged to stipulate a retention of title from his customers in accordance with the provisions of this article.
7.7 As long as ownership of the delivered goods has not been transferred to the buyer, the buyer undertakes not to assign or pledge to third parties any claims he may acquire against his customers without the prior written consent of the supplier. The buyer furthermore undertakes to pledge the aforementioned claims to the supplier, as soon as the supplier expresses a wish to that effect, in the manner indicated in article 3:239 of the Netherlands Civil Code, as additional security for his claims against the buyer on whatever account.
Article 8 Liability
8.1 The supplier’s liability is limited to fulfillment of the warranty obligations described in the sections of these conditions. If the supplier has not fulfilled its obligations resulting from the guarantee obligations described in the sections of these conditions within a reasonable period of time, the buyer may, in a written communication, set a last appropriate period of time for the supplier to fulfil these obligations. If the supplier fails to comply with its obligations within this final deadline, the buyer may, at the expense and risk of the supplier, perform the necessary remedial work himself or have it performed by a third party. If remedial work is thus successfully carried out by the buyer or by a third party, the supplier shall be released from all liability for the defect in question by reimbursing the buyer for reasonable costs incurred, on the understanding that these costs shall not exceed 15 percent of the price agreed for the delivered product.
8.2 If the repair work according to paragraph 1 is not successfully carried out:
8.3 Except for intent or deliberate recklessness of the supplier’s management employees, as well as except for the provisions in article 13.6 and in paragraphs 1 and 2 of this article, all liability of the supplier, such as for defects in the delivered product and in connection with the delivery, such as for damages resulting from exceeding the delivery time and from non-delivery, trading loss, other indirect damages and damages resulting from liability to third parties, and for damages resulting from any wrongful acts or omissions of (employees of) the supplier, is excluded.
8.4 The Supplier is not liable for infringement of patents, licences or other rights of third parties as a result of data provided by or on behalf of the purchaser. Furthermore, the Supplier is not liable for damage or loss, for whatever reason, of raw materials, semi-finished products, models, tools and other goods made available by the purchaser.
8.5 If the supplier does provide help and assistance – of whatever kind – during the assembly, without having the assembly under contract, this shall take place at the buyer’s risk.
8.6 The buyer is liable for the constructional part not delivered by the supplier and/or for the adverse consequences resulting from the condition of the soil and is obliged to compensate the supplier for any damage he may suffer as a result of the unsoundness of the constructional part and/or the condition of the soil.
8.7 The buyer is obliged to indemnify or hold the supplier harmless from all claims by third parties for compensation for damages for which the supplier’s liability is excluded in these conditions in the relationship with the buyer.
8.8 Barring gross negligence on the part of the supplier, the buyer is bound to indemnify the supplier for all damages resulting from the use by the supplier of goods belonging to the buyer.
Article 9 Force majeure
In these general terms and conditions, force majeure means any circumstance independent of the will of the supplier – even if it could be foreseen at the time the agreement was concluded – which permanently or temporarily prevents fulfillment of the agreement, as well as, insofar as not already included, war, danger of war, terrorism, civil war, riots, strikes, lockouts, transport difficulties, fire and other serious disruptions in the business of the supplier or his suppliers.
Article 10 Dissolution
10.1 In case the buyer does not, not properly or not timely comply with any obligation imposed on him by the agreement (including the obligation to purchase the performances to be delivered by the supplier), suspension of payment, closing down or liquidation or full or partial transfer of the buyer’s business, he will be deemed to be in default by operation of law and the supplier will have the right to declare the agreement entered into with the buyer fully or partially dissolved without any summons, notice of default or judicial intervention, without the supplier being obliged to pay any compensation for damages or provide any guarantee.
10.2 If the contract is dissolved under Article 10.1. or by the court, the Supplier shall be entitled to full damages. The damages shall be fi xed at 75% of the compensation due for the (the)
not yet executed (part of an) agreement, all this without prejudice to the right of the supplier to claim the actual damage resulting from the buyer’s failure, if there are grounds to do so.
10.3 In the cases referred to in Article 10.1, the Supplier may also suspend performance of the Agreement and immediately claim full payment of all that the Customer owes or would owe under the Agreement. In addition, the Supplier shall in this case be entitled to compensation for the damage it suffers as a result of the suspension and its consequences.
10.4 In the event of suspension, the Supplier shall be entitled to have the raw materials, materials, parts and other items purchased, reserved, processed and manufactured by it for the execution of the Agreement stored at the Customer’s expense and risk. In the event of dissolution, the previous sentence shall apply mutatis mutandis, on the understanding that instead of storage, the supplier may also opt for sale or destruction at the buyer’s expense. In the event of suspension or dissolution, the supplier shall be entitled to full compensation, but shall not be liable for any compensation himself.
Article 11 Disputes
11.1 Disputes between the parties as a result of an offer, the conclusion or execution of an agreement or further agreement can be brought before De Geschillencommissie Koude en Klimaat, Bordewijklaan 46, Postbus 90600, 2509 LP Den Haag, by both the supplier and the buyer. (www.degeschillencommissie.nl)
11.2 A dispute will only be handled by the Disputes Committee if the customer has first submitted his complaint to the supplier. If the complaint does not lead to a solution, the dispute can then be submitted to the Disputes Committee in writing or in another form to be determined by the Commission.
11.3 If the Customer brings a dispute before the Disputes Committee, the Supplier shall be bound by this choice. If the Supplier wishes to bring a dispute before the Disputes Committee, he must ask the Customer in writing or in another suitable form to state within five weeks whether he agrees to this. If the Supplier does not receive the Customer’s consent within the aforementioned period, he shall be free to bring the dispute before the ordinary courts.
11.4 The Disputes Committee shall rule in accordance with the provisions of the regulations applicable to it. The regulations of the Disputes Committee will be sent upon request. The decisions of the Disputes Committee are made by way of a binding advice. A fee is payable for handling a dispute.
11.5 Only the ordinary court or the above mentioned Disputes Committee is competent to take cognizance of disputes.
11.6 All offers and agreements to which these conditions apply in whole or in part are governed by Dutch law.
Article 12 General
If and to the extent that any provision of these general terms and conditions is found to be null and void by court decision, the supplier and buyer are obliged to renegotiate the void provision.
SECTION II. Further, special
provisions relating to deliveries under sales contracts
Article 13 Delivery and delivery times
13.1 The delivery period commences on the later of: – the day of conclusion of the purchase agreement;
13.2 If interim changes are made to the purchase agreement or its execution is suspended by the customer, the delivery time shall be extended by at least the duration of the additional work created by these changes or of the suspension.
13.3 If a delay in the delivery occurs on the part of the supplier as a result of the buyer’s failure to comply with any obligation arising from the agreement or to cooperate with regard to the execution of the agreement, the delivery time will also be extended by at least the duration of this delay.
13.4 With respect to the delivery time, the product shall be deemed delivered when, if inspection at the Supplier’s facility has been agreed upon, it is ready for inspection and in other cases when it is ready for shipment or, if agreed upon, ready at the place of delivery.
13.5 The delivery time shall be based on the working conditions applying at the time the agreement was concluded and on timely delivery of the materials ordered by the Supplier for performance of the work. If a delay occurs through no fault of the Supplier as a result of a change in the working conditions referred to or because materials ordered in time for the performance of the work are not delivered in time, the delivery time shall be extended to the extent necessary.
13.6 Exceeding the delivery time shall not entitle the supplier to rescind the agreement in whole or in part, unless such exceeding exceeds 16 weeks or will exceed 16 weeks according to the supplier’s communication. If the latter is exceeded, the buyer may rescind the agreement by written notice to the supplier and shall then be entitled, insofar as applicable, to a refund of the amount paid for the
GENERAL OFFER, SALE, DELIVERY, PAYMENT, INSTALLATION, REPAIR AND MAINTENANCE CONDITIONN
product already paid (part of the) price and to compensation of the damage suffered by him, up to a maximum of 15 percent of the price agreed for the delivered product. Unless the customer uses his above-mentioned right of dissolution, exceeding the delivery time gives
– due to any cause whatsoever – Customer shall not be entitled to perform or cause to be performed any work in execution of the agreement without judicial authorization.
Article 14 Risk in connection with delivery
14.1 Until delivery has taken place in accordance with Article 13.4 of this Section, the products shall be at the Supplier’s expense and risk. After delivery, the products shall be for the account and risk of the customer.
14.2 The manner of transport, packaging, etc. shall be determined by the supplier in all reasonableness, if no further instructions have been given by the buyer to the supplier, without the supplier bearing any liability for this and without the supplier being obliged to take back the packaging, unless the taking back of the packaging is mandatorily required by Directive 94/62/EC on packaging and packaging waste.
14.3 The shipment of the products shall always take place, thus also if delivery at the supplier’s expense has been agreed, at the customer’s expense and risk, even if the carrier demands that the waybills, transport addresses, etc. contain the clause that all transport damages are at the expense and risk of the sender, i.e. supplier.
Article 15 Warranty
15.1 Without prejudice to the restrictions set forth below, the Supplier shall guarantee the soundness and quality of the products it supplies for a period of twelve months after the products (within the meaning of clause 13.4) have been delivered. The products shall comply with the regulations in force in the Netherlands with regard to operation, transport and safety on the day the agreement is concluded. If, between the date of conclusion of the agreement and delivery or commissioning, amended legal requirements come into force, the relevant products will be adapted to these new requirements if possible. Any associated costs shall be borne by the customer. If either party has objections to the application of the amended regulations, it shall be obliged to bring these to the knowledge of the other. Repair and/or replacement of a component under the warranty will never extend the warranty on the delivered goods as a whole.
15.2 Unless expressly agreed otherwise in writing, the Supplier’s obligations under the guarantee shall be limited to deliveries within the Netherlands.
15.3 In case the delivered products have visible defects and the buyer, upon acceptance of the products, has failed to claim these defects from the supplier within 14 days after the delivery as referred to in article 13.4 at the latest, the product shall be deemed to have been accepted. Without prejudice to the supplier’s obligation to fulfil its warranty obligations, acceptance shall exclude any claim by the buyer regarding a shortcoming in the supplier’s performance.
15.4 A guarantee is only given with regard to defects which the buyer notifies the supplier by registered letter immediately after becoming aware of the defect and furthermore proves that they have arisen within the aforementioned period as an exclusively or predominantly direct consequence of an inaccuracy in the construction designed by the supplier, defective workmanship or use of poor materials. The buyer shall be obliged to return the defective or faulty products to the supplier at his own expense, unless the supplier decides that repair or replacement shall be carried out at the place where the installation is located, in which case all additional costs, such as the travel and accommodation costs of the supplier’s technician(s) and the costs of transporting goods, shall be borne by the buyer.
15.5 The Supplier is not liable for defects which are the result or part of the result of any government regulation regarding the nature and/or quality of delivered products, applied materials or construction thereof.
15.6 Damage to paintwork and chrome work fall outside the warranty, unless the damage is a consequence of quality and/or construction faults of other parts. Also excluded from the guarantee are defects or malfunctions that are the result of normal wear and tear, as well as defects or malfunctions that are wholly or partially attributable to inexpert or careless handling by the buyer or his personnel or third parties or to changes, instructions or repairs made by the buyer, his personnel or third parties to or with regard to the product, or if the product has been used for other than normal business purposes or has been used in an abnormal manner, or if the buyer has not strictly complied with the business and operating instructions given by the supplier.
15.7 In fulfilling its guarantee obligations the Supplier shall be entitled, at the Supplier’s reasonable discretion, either to replace and remount the parts concerned or to carry out the agreed work again or as yet. Repair and/or replacement of a part under the guarantee shall never extend the guarantee on the delivered goods as a whole.
15.8 Parts which are replaced by new parts shall remain or become the property of the supplier upon delivery or assembly of the new parts and shall be returned to it by the buyer at its expense. The buyer shall not be entitled to return products or parts thereof to the supplier without the express written consent of the supplier.
15.9 For products and parts thereof, which the supplier has not manufactured himself, a warranty is only given to the same extent and to the extent that a warranty is given by the supplier(s) of the supplier.
15.10 If, for whatever reason, the Supplier is unable to deliver parts of products to replace parts of products delivered under the warranty, the warranty obligations shall – in the event that it may reasonably be assumed that the impediments are of a temporary nature – be fulfilled by the Supplier.
be suspended until the impediments are removed, while – in case
it may be reasonably assumed that the impediments are of a permanent nature – supplier shall reimburse the monetary value of the parts, being the original cost price paid by supplier for these similar parts of products.
15.11 The supplier’s alleged failure to comply with its aforementioned warranty obligations shall not release the buyer from any obligations that may arise for him under the purchase agreement or any other agreement entered into with the supplier.
15.12 The guarantee obligation of the Supplier referred to above will lapse if the Customer does not meet, does not meet properly or does not meet on time any obligation which may arise for him from the purchase agreement or from any other agreement concluded with the Supplier.
SECTION III. Further, special
provisions regarding assembly and
installation
Article 16 Delivery and delivery time
16.1 The delivery period shall commence on the later of the following times: a. the day of formation of the agreement;
16.2 The delivery time shall be based on the working conditions applying at the time the agreement was concluded and on timely delivery of the materials ordered by the Supplier for performance of the work. If a delay occurs through no fault of the Supplier as a result of a change in the working conditions referred to or because materials ordered in time for the performance of the work are not delivered in time, the delivery time shall be extended to the extent necessary.
16.3 Merely exceeding the delivery time shall not result in the Supplier being in default by operation of law. This shall always require further notice of default.
16.4 Exceeding the term of delivery shall not entitle the Customer to perform or have work performed to execute the Agreement without judicial authorization.
16.5 Without prejudice to the provisions in this article regarding extension of the delivery time, the delivery time shall be extended by the duration of the delay that arises on the part of the supplier as a result of the failure of the afne mer to comply with any obligation arising from the agreement or to require cooperation from him regarding the execution of the agreement.
16.6 The assembly and installation shall be deemed completed when the products to be assembled or the most important parts thereof – at the Supplier’s reasonable discretion – are set up in working order at the agreed destination.
16.7 In the event of assembly and installation, the goods are at the Customer’s risk after arrival at the agreed destination.
16.8 The Customer shall, if requested to do so by the Supplier, sign a takeover protocol as proof that the goods have been delivered complete and ready for operation, all this without prejudice to the provisions of Article 19 (of this section).
Article 17 Inspection and testing
17.1 If inspection and/or testing at the Buyer’s premises has been agreed, the Supplier shall be given the opportunity to take preliminary tests. The Buyer shall ensure timely provision of the necessary auxiliary equipment, auxiliary and operating materials, water, energy, heating and lighting, all at its own expense and risk.
17.2 The Supplier shall be given the opportunity to meet the Customer’s objections arising from the testing before the installation can be rejected or refused by the Customer.
17.3 The costs of the inspection shall be borne by the buyer. 17.4 The inspection may not become the cause of any delay in the progress of the present or other activities of the supplier. If the buyer has not exercised this right within eight days after he has been notified of the opportunity to inspect, the goods shall be deemed to have been approved.
Article 18 Assembly and installation
18.1 The Customer is responsible vis-à-vis the Supplier for the correct and timely implementation of all the facilities, provisions and/or conditions necessary for the set-up of the product to be assembled and/or the correct operation of the product in its assembled state, except if and insofar as the implementation is carried out by or on behalf of the Supplier in accordance with data provided and/or drawings produced by or on behalf of the Supplier.
18.2 Without prejudice to the provisions of paragraph 1, the Customer shall in any case ensure at its own expense and risk that:
GENERAL OFFER, SALE, DELIVERY, PAYMENT, INSTALLATION, REPAIR AND MAINTENANCE TERMS AND CONDITIONS
18.3 Damage and costs, which arise because the conditions set in this article are not or not timely met, shall be borne by the Customer.
Article 19 Warranty
19.1 With regard to maintenance and service work carried out by the Supplier or other services, unless otherwise agreed, a guarantee shall only be given on the soundness of the execution of the assigned work, for a period of 6 months after the day on which the work is completed. This guarantee comprises the Supplier’s sole obligation to redo the work in question in the event of defects. All costs that exceed this obligation, such as but not limited to transport costs, travel and accommodation costs as well as costs of disassembly and assembly, are at the buyer’s expense. Repair work refers to work not carried out under warranty.
19.2 Unless expressly agreed otherwise in writing, the Supplier is only bound to fulfill the warranty obligations described in this article within the Netherlands.
19.3 The warranty obligation described in paragraphs 1 and 2 shall lapse if one or more of the circumstances listed below occur:
19.4 The items to be repaired or replaced pursuant to clause 19.2, which reasonably lend themselves thereto, shall be returned by the Customer to the Supplier at its request.
19.5 No warranty is given for parts delivered but not assembled by the Supplier, in case of proven faulty assembly.
SECTION IV. Further, special
maintenance &
service on installations
Article 20 Defi nitions
In these further special provisions, the following terms shall have the following meanings:
– Maintenance contract: the agreement that obliges the supplier to perform preventive maintenance during the contract period. – Preventive maintenance: the performance of inspection/control in accordance with the requirements of the F-gases Regulation and the Ozone Regulation, such as checking an installation for proper operation, for leak tightness to prevent loss of refrigerant, checking, testing and measuring electrical switchgear, control and safety equipment and, if necessary, readjusting or adjusting the installation(s).
– Corrective maintenance: eliminating malfunctions and performing repa rations on items.
Article 21 Preventive Maintenance
21.1 Preventive maintenance shall be performed during normal working hours. Normal working hours shall mean working days from 8:00 a.m. to 4:30 p.m., excluding weekends and generally recognized holidays.
21.2 The Supplier must be notified immediately in writing by the Customer of any relocation or change to the installation. Changes to or relocation of the installation may result in an adjustment of the rates stated in the maintenance contract.
21.3 Pipes will only be serviced if they are visible. Internal cleaning of furniture(s) belonging to the installation is not included in preventive maintenance, nor is cleaning the evaporators and condenser(s) of the installation(s).
21.4 After an inspection has been performed, the Customer shall be informed by the Supplier about the state of maintenance and operational reliability of the installation by submitting a maintenance report.
Article 22 The Regulation
The preventive checks to be carried out in accordance with the Decrees will be notified to the buyer in advance and in good time, after which the latter will actually give the supplier the opportunity to carry out the relevant check in accordance with the aforementioned Decrees.
Article 23 Refrigerants
If an operation has been carried out with a refrigerant, this shall be entered in the logbook of the installation concerned. The refrigerants removed as part of preventive maintenance will be charged to the customer separately. After transferring the refrigerants removed to the supplier, the latter shall be obliged to comply with the applicable statutory provisions.
Article 24 Corrective maintenance
24.1 Work relating to corrective maintenance falls outside the scope of the maintenance contract. Corrective maintenance shall be carried out after receipt of a fault report from the customer or after the fault has been signaled in some other way. After receipt of a fault report, the necessary corrective maintenance will be carried out during normal working hours wherever possible.
24.2 In the case of corrective maintenance, the provisions of Section III shall apply mutatis mutandis.
Article 25 Free access
25.1 The supplier’s service technician must always have free and unobstructed access to the area where an installation is set up. If free and unobstructed access to an installation is not possible, or is not allowed by the buyer, the supplier shall be released from its obligation to perform the agreed work, without prejudice to the buyer’s obligation to compensate the supplier for the agreed price.
25.2 The supplier’s service engineer must be able to start his work immediately upon arrival and have the necessary working space available. Waiting hours or delays due to circumstances not attributable to the Supplier may be charged to the Customer.
Article 26 Exclusions
In any case, the maintenance contract does not include the performance of work related to:
Article 27 Payment and fulfillment
27.1 If and to the extent prepayment has been agreed upon, the subscription money is payable either on the first day of the contract period or on the first day of the month prior to the maintenance work to be performed.
27.2 Payment of the subscription fee must be made within 14 days of the invoice date.
27.3 In the event that the Customer is in any degree of default with regard to the fulfillment of its obligations, including payment of the subscription fee relating to the maintenance contract, on the basis of which the Supplier has suspended its obligations, this right of suspension shall also extend to reporting and performing preventive checks in accordance with the Arrangement.
27.4 During the period that there is an exercise of the right of suspension by the Supplier, it cannot be considered a “manager” within the meaning of Article 6 of the Regulations.
Article 28 Warranty
With regard to assembly, repair, installation, maintenance and service work or other services carried out by the supplier, unless otherwise agreed, a guarantee is only given on the soundness of the execution of the assigned work, for a period of 6 months after the day that the work is completed. This guarantee comprises the Supplier’s sole obligation to redo the work in question, insofar as it is unsound, in the event of defects. All costs that exceed this obligation, such as but not limited to transport costs, travel and accommodation costs as well as costs of disassembly and assembly, shall be borne by the buyer. Repair work refers to work not carried out under warranty.
NEDERLANDSE VERENIGING VOOR ONDERNEMINGEN OP HET GEBIELD VAN KOUDETECHNIEK EN LUCHTBEHANDELING Boerhaavelaan 40, Postbus 190, 2700 AD Zoetermeer, T 088 – 40 08 490 F 088 – 40 08 401, E info@nvkl.nl www.nvkl.nl ABN Amro Den Haag, nr NL44ABNA0516231537 t.n.v. NVKL, BTW-nr NL004760025B01, KvK-nr 40341595
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General conditions