Identity of the entrepreneur

Gepro Box, located at Middelblok 154 2831 BR Gouderak

VAT: NL8095.94.262.B01

Contact Details

Phone: +31 (0)182 76 92 38
Fax: +31(0)182 37 28 41

General terms


Article 1: Applicability

    • These conditions apply to all offers made by a Metaalunie member, to all agreements concluded by him and to all agreements resulting therefrom, all insofar as the Metaalunie member is a provider or contractor.
    • The Metaalunielid using these conditions is referred to as the contractor. The other party shall be referred to as the Client.
    • In the event of any conflicts between the substance of the agreement concluded between the Client and the Supplier and these Terms and Conditions, the provisions of the agreement shall prevail.
    • These Terms and Conditions may only be used by Metaalunie members.


Article 2: Offers

    • All offers are without obligation. The Supplier has the right to withdraw its offer up to two working days after the acceptance has reached the Supplier.
    • If the customer provides information to the contractor, the contractor may assume its accuracy and completeness and shall base its offer on this information.
    • The prices stated in the offer are expressed in euros, exclusive of turnover tax and other government levies or taxes. The prices are further exclusive of travel, accommodation, packaging, storage and transport costs as well as costs for loading, unloading and assistance with customs formalities.


Article 3: Confidentiality

    • All information provided by or on behalf of the Supplier to the Client (such as offers, designs, images, drawings and know-how) of any nature and in any form whatsoever shall be confidential and shall not be used by the Client for any purpose other than the performance of the Agreement.
    • The information mentioned in paragraph 1 of this article shall not be disclosed or reproduced by the Client.
    • If the client violates any of the obligations mentioned in paragraphs 1 and 2 of this article, he shall owe an immediately payable fine of 1 25,000 for each violation. This penalty may be claimed in addition to damages under the law.
    • The client must return or destroy the information referred to in paragraph 1 of this article on first request, within a period set by the contractor, at the contractor’s discretion. If this provision is violated, the customer shall owe the contractor an immediately payable fine of 1 1,000 per day. This penalty may be claimed in addition to damages under the law.


Article 4: Advice and information provided

    • The client cannot derive any rights from advice and information provided by the contractor that does not directly relate to the assignment.
    • If the Client provides information to the Contractor, the Contractor may rely on the accuracy and completeness thereof in the performance of the Agreement.
    • The customer shall indemnify the contractor against any claims by third parties relating to the use of advice, drawings, calculations, designs, materials, brands, samples, models and the like provided by or on behalf of the customer. The Client shall compensate all damage to be suffered by the Supplier, including all costs incurred for the defence of such claims.


Article 5: Delivery period / performance period

    • Any delivery time or work period stated is indicative.
    • The delivery period or work period will commence only when agreement has been reached on all commercial and technical details, all information, including final and approved drawings, etc., are in the Supplier’s possession, the agreed payment or instalment has been received and the other conditions for performance of the engagement have been met.
    • If there are:

(a) circumstances other than those known to the Contractor when he specified the

delivery deadline or work period, the delivery deadline or work period will be extended by the time that the Supplier, taking into account the Supplier’s planning schedule, requires to complete the engagement under those circumstances;

  1. b) additional work, the delivery deadline or work period will be extended by the time that the Supplier needs, with due observance of the Supplier’s schedule, to supply (or arrange for the supply of) the materials and parts necessary for this purpose and to carry out the additional work
  2. c) suspension of obligations by the Supplier, the delivery deadline or work period will be extended by the time that the Supplier, with due observance of its schedule, needs to perform the engagement after the reason for the suspension lapses.


Barring evidence to the contrary from the Principal, the duration of the extension of the delivery period or work period will be presumed to be necessary and to be the result of a situation as referred to above under a to c.


  • The Principal is obliged to pay all costs incurred or damage suffered by the Contractor as a result of a delay in the delivery time or execution period, as mentioned in paragraph 3 of this article.
  • Exceeding the delivery time or work period will under no circumstances entitle the Client to compensation or rescission. The Client indemnifies the Supplier against any claims from third parties as a result of the delivery time or work period being exceeded.


Article 6: Delivery and transfer of risk

    • Delivery will be made when the Supplier makes the object available to the Client at its business location and has notified the Client that the object is at the Client’s disposal. Client
    • The Principal and the Contractor may agree that the Contractor shall arrange for transport. The risks of, inter alia, storage, loading, transport and unloading shall in that case also be borne by the Client. The Client may take out insurance against these risks.
    • In the event that goods are to be exchanged and the customer retains the goods to be exchanged pending delivery of the new goods, the risk in respect of the goods to be exchanged shall remain with the customer until the moment that he has placed them in the possession of the contractor. If the customer cannot deliver the exchangeable item in the condition it was in when the agreement was concluded, the contracted party may dissolve the agreement.



Article 7: Price change

The contracted party may pass on to the customer any increase in cost-determining factors that occurred after the agreement was concluded. The customer is obliged to pay the price increase at the contractor’s first request.


Article 8: Force majeure

    • A failure to fulfil its obligations cannot be attributed to the contractor if this failure is the result of force majeure.
    • Force majeure is understood to include the circumstance that third parties engaged by the contractor, such as suppliers, subcontractors and carriers, or other parties on which the client is dependent, fail to meet their obligations or fail to meet them on time, weather conditions, natural disasters, terrorism, cybercrime, disruption of digital infrastructure, fire, power failure, loss, theft or loss of tools, materials or information, road blocks, strikes or work stoppages and import or trade restrictions.
    • The contractor has the right to suspend the fulfilment of its obligations if it is temporarily prevented from fulfilling its obligations to the customer due to force majeure. Once the force majeure situation has lapsed, the contractor shall fulfil its obligations as soon as its schedule permits.
    • If there is force majeure and performance is or becomes permanently impossible, or the temporary force majeure situation has lasted for more than six months, the contractor is authorised to dissolve the agreement in whole or in part with immediate effect. In such cases, the customer will be entitled to dissolve the agreement with immediate effect, but only for that part of the obligations that have not yet been fulfilled by the contractor.
    • The parties are not entitled to compensation for any damage suffered or to be suffered as a result of the force majeure, suspension or dissolution within the meaning of this article.


Article 9: Scope of work

    • The Client must ensure that all permits, exemptions and other decisions necessary to carry out the work are obtained in good time. The Principal shall be obliged to send the Contractor a copy of the aforementioned documents at the Contractor’s first request.
    • Unless otherwise agreed in writing, the work shall not include:

(a) earthwork, pile driving, demolition, foundation work, masonry, carpentry, plastering, painting, wallpapering, repairs or other construction work;

(b) the realisation of connections of gas, water, electricity, internet or other infrastructural facilities;

(c) measures to prevent or limit damage to or theft or loss of items present at or near the work site;

(d) disposal of materials, building materials or waste;

(e) vertical and horizontal transport


Article 10: Additional work

Changes to the work shall in any event result in additional work if:

  1. there is a change in the design, specifications or contract documents;
  2. the information provided by the Client does not correspond with reality;
  3. estimated quantities deviate by more than 5%.

Additional work is calculated on the basis of the price-determining factors applicable at the time the additional work is carried out. The Client is obliged to pay the price of the additional work at the Supplier’s first request.


Article 11: Performance of the work

11.1 The Client shall ensure that the Contractor is able to perform its work undisturbed and at the agreed time and that in the performance of its work it has access to the necessary facilities, such as:

o gas, water, electricity and internet; heating; lockable dry storage space; facilities prescribed under the Working Conditions Act and regulations.


11.2 The customer bears the risk and is liable for damage to and theft or loss of property of the contractor, the customer and third parties, such as tools, materials intended for the work or equipment used in the work, which are located at or near the place where the work is performed or at any other agreed place.


11.3 Without prejudice to the provisions of paragraph 2 of this Article, the Client shall be obliged to take out adequate insurance against the risks referred to in that paragraph. In addition, the Principal shall take out insurance to cover the working risk of the equipment to be used. The Principal shall send the Contractor a copy of the relevant insurance policy or policies and proof of payment of the premium on demand. If there is any damage, the Client shall be obliged to report this immediately to his insurer for further processing and settlement.


Article 12: Completion of the work

12.1. The work shall be considered completed in the following cases:

  1. if the customer has approved the work;
  2. if the Client puts the work into use. If the Client puts part of the work into use, that part will be deemed to have been completed;
  3. if the Supplier has notified the Client in writing that the work is finished and the Client has not communicated, within 14 days after the date of notification, that the work has not been approved; and
  4. if the Client does not approve the work on account of minor defects or missing parts which can be repaired or supplied within 30 days and which do not prevent the work from being put into use.


12.2. If the customer does not approve the work, he shall be obliged to inform the contractor of this in writing, giving reasons. The Client should give the Supplier the opportunity to complete the work.


12.3. The customer shall indemnify the contractor against third-party claims for damage to parts of the work that have not been completed caused by the use of parts of the work that have already been completed.


Article 13: Liability

    • In the event of an attributable failure, the Contractor shall still be obliged to fulfil its contractual obligations, with due observance of Article 14.
    • The Contractor’s obligation to compensate damage on whatever basis is limited to that damage for which the Contractor is insured under an insurance policy taken out by or on behalf of the Contractor. However, the extent of this obligation shall never exceed the amount paid out under this insurance policy in the case in question.
    • If, for whatever reason, the Contractor is not entitled to invoke paragraph 2 of this article, the obligation to compensate damage is limited to a maximum of 15% of the total contract sum (excluding VAT). If the agreement consists of parts or partial deliveries, this obligation shall be limited to a maximum of 15% (excluding VAT) of the order price for that part or partial delivery. In case of continuing performance contracts, the obligation to compensate damage shall be limited to a maximum of 15% (exclusive of VAT) of the order price due over the last twelve months preceding the event causing the damage.


  • Not eligible for compensation are:
  1. consequential damage. Consequential damage is understood to include stagnation damage, loss of production, loss of profit, fines, transport costs and travel and accommodation expenses;
  2. supervision damage. Supervision damage is understood to mean, among other things, damage caused by or during the performance of the work to objects on which work is being carried out or to objects situated in the vicinity of the work site;
  3. damage caused by intent or deliberate recklessness on the part of helpers or non-management employees of the Contractor. The Client may take out insurance to cover these damages, if possible.


  • The Contractor shall not be obliged to compensate damage to material supplied by or on behalf of the Client as a result of improper processing.


  • The Client shall indemnify the Contractor against all third party claims for product liability resulting from a defect in a product supplied by the Client to a third party of which the products or materials supplied by the Contractor form part. The customer shall be obliged to compensate all damage suffered by the contractor in this connection, including the (full) costs of defence.


Article 14: Warranty and other claims

    • Unless otherwise agreed in writing, the contractor warrants the proper performance of the agreed performance for a period of six months after delivery or completion, as detailed in the following paragraphs.
    • If the parties have agreed different warranty terms, the provisions of this article shall apply in full, unless this is contrary to those different warranty terms.
    • If the agreed performance has not been carried out properly, the contractor shall make a choice within a reasonable period of time as to whether he will still carry it out properly or credit the customer for a proportionate part of the order price.
    • If the contractor chooses to perform the work properly, he shall determine the manner and time of performance. The customer must in all cases give the contractor the opportunity to do so. If the agreed performance consisted (in part) in the processing of material supplied by the Client, the Client must supply new material at his own expense and risk.
    • Parts or materials repaired or replaced by the Supplier must be sent to the Supplier by the Client.


14.6. The following shall be for the Client’s account:

  1. all transport or shipping costs;
  2. costs of disassembly and assembly;
  3. travel and accommodation expenses and travelling time.


14.7. The Contractor shall not be obliged to perform the guarantee until the Client has fulfilled all his obligations.





  1. Warranty is excluded for defects resulting from: – normal wear and tear; – injudicious use; – non- or incorrectly performed maintenance; – installation, assembly, modification or repair by the Client or by third parties; – defects to or unsuitability of items originating from, or prescribed by the Client.

defects to or unsuitability of materials or auxiliary materials used by Client.

  1. No guarantee is given on:

o delivered items that were not new at the time of delivery;

o the inspection and repair of items belonging to client;

o parts for which a manufacturer’s warranty has been issued.


14.9. The provisions of sections 3 to 8 of this article shall apply accordingly to any The provisions of paragraphs 3 to 8 of this article shall apply mutatis mutandis to any claims by the Client based on non-performance, non-conformity or any other basis whatsoever.


Article 15: Liability

    • The principal can no longer invoke a defect in the performance, the client may no longer invoke a defect in the performance if he fails to do so within fourteen days of discovering the defect or discovered or should reasonably have discovered the defect, in writing to the Supplier. complained to the Supplier in writing within fourteen days after he discovered the defect or could reasonably have discovered it.


  • The Principal must, on pain of forfeiting all rights, complain to the rights, have been submitted to the Contractor in writing within the payment period. submitted. If the payment period is longer than thirty days, the Client must have complained in writing no later than thirty days after the invoice date.


Article 16: Uncollected goods

    • Upon expiry of the delivery period or performance period, the Principal is obliged to take delivery of the principal shall be obliged to actually take delivery of the item or items that are the subject of the agreement at the agreed place after the delivery time or execution period has expired.


  • The Principal shall lend every assistance free of charge to enable the Contractor to make delivery.


  • Uncollected goods will be stored at the Client’s expense and risk.


  • Uncollected goods will be stored at the principal’s expense and risk.


  • If the provisions of paragraphs 1 or 2 of this article are violated, the Client shall be liable, in the event of an infringement of the provisions of paragraphs 1 or 2 of this Article, the Client shall be liable to pay the Supplier a penalty for each infringement of penalty of 1 250 per day for each breach, with a maximum of 1 25,000. of 1 25,000. This penalty may be claimed in addition to damages under the law.



Article 17: Payment

    • Payment shall be made at the place of business of the contractor or into an account to be designated by the contractor.


  • Unless otherwise agreed, payment shall be made within 30 days of the Invoice date.


  • If the Client fails to fulfil his payment obligation, he shall be obliged, instead of paying the agreed sum of money, to comply with a request of the contractor for payment in lieu.


  • The Client’s right to set off his claims against the Supplier or to suspend the fulfilment of his obligations is excluded, unless there is a suspension of payments or bankruptcy of the Supplier or statutory debt rescheduling applies to the Supplier.


  • Irrespective of whether the contractor has fully performed the agreed performed, everything that the customer owes or will owe to owed or will be owed to it shall become immediately due and payable if:
  1. a payment term has been exceeded;
  2. the customer fails to fulfil his obligations under article 16;
  3. the bankruptcy or suspension of payment of client has been applied for;
  4. goods or claims of client are seized;
  5. client (company) is dissolved or liquidated;
  6. customer (natural person) applies for admission to statutory debt rescheduling, is placed under guardianship or dies.


  • In the event of any delay in the payment of a sum of money, the customer shall be liable to pay if payment of an amount of money is delayed, the Client shall owe the Supplier interest on that amount from the day following the day agreed as the latest date for payment up to the day on which the Client has paid the amount. If the parties have not agreed on a final day for payment, the interest shall be due from 30 days after it falls due. The interest rate shall be 12% per annum, but shall be equal to the statutory interest rate if higher. In calculating interest, part of a month is considered a full month. At the end of each year, the amount on which interest is calculated shall be increased by the interest due for that year.


  • The contractor is authorised to set off its debts to the customer against claims of companies affiliated with the contractor on the customer. In addition, the Contractor shall be entitled to set off its claims on the Client against debts owed to the Client by companies affiliated with the Contractor. Furthermore, the Contractor is authorised to set off its debts to the Client against claims on companies affiliated with the Client. Affiliated companies are understood to mean all companies belonging to the same group, within the meaning of Section 2:24b of the Dutch Civil Code and a participating interest within the meaning of Section 2:24c of the Dutch Civil Code.


  • If payment has not been made in time, the Client shall owe the Contractor all extrajudicial costs with a minimum of 175. These costs are calculated on the basis of the following table (principal sum incl. interest):

o over the first 1 3,000,- 15%

o over the amount up to 1 6.000,- 10%

o over the amount up to 1 15.000,- 8%

o over the amount up to 1 60.000,- 5%

o on the amount exceeding 1 60.000,- 3%.

The actual extrajudicial costs incurred are due if they

higher than follows from the above calculation.


  • If the Contractor is wholly or largely successful in legal proceedings, all costs incurred in connection with those proceedings shall be borne by the Principal.


Article 18: Securities

    • Regardless of the agreed payment conditions, the customer is obliged to provide sufficient security for payment at the contractor’s first request, at the contractor’s discretion. If the customer fails to do so within the stipulated period, he shall immediately be in default. The contractor shall in that case be entitled to dissolve the agreement and to recover its losses from the customer.


  • The Contractor remains the owner of delivered goods as long as the Client:has not fulfilled his obligations under any agreement with the contractor;has not paid claims arising from non-compliance with the above-mentioned agreements, such as damages, penalties, interest and costs.


  • As long as any goods delivered are subject to retention of title, the customer may not encumber or alienate them outside the scope of his normal business operations. This clause has effect under property law.


  • After the contractor has invoked his reservation of title, he may recover the delivered goods. The Client shall cooperate fully to this end.


  • If the customer has fulfilled his obligations after the goods have been delivered to him by the contractor in accordance with the agreement, the retention of title on these goods will revive if the customer fails to fulfil his obligations under a subsequent agreement.


  • The Contractor has retained title to all goods that he has or will have the Contractor has a lien on all the goods that it has or will have in its possession from the Client for whatever reason and on all claims that it has or may have against the Client. the Contractor shall have a right of pledge and a right of retention in respect of all claims which it has or may have against the Client on whatever account.


Article 19: Intellectual property rights

    • The Contractor shall be regarded as maker, designer or inventor, respectively, of the works, models or inventions created under the Agreement. The Contractor therefore has the exclusive right to apply for a patent, trademark or model.


  • The Contractor does not transfer any intellectual property rights to the Client in the performance of the Agreement.


  • If the performance to be delivered by the Contractor (partly) consists of the delivery of computer software, the source code will not be transferred to the Client. The Client will acquire a non-exclusive, worldwide and perpetual user licence to the computer software exclusively for the normal use and proper functioning of the case. The principal is not permitted to transfer the licence or to issue a sub-licence. If the client sells the item to a third party, the licence passes by operation of law to the acquirer of the object.


  • The Contractor shall not be liable for damage suffered by the Client as a result of an infringement of intellectual property rights of third parties. The Client shall indemnify the Contractor against any claim by third parties regarding an infringement of intellectual property rights.


Article 20: Transfer of rights or obligations

The customer cannot transfer or pledge any rights or obligations under any article of these general terms and conditions or the underlying agreement(s), except with the prior written consent of the contractor. This clause has effect under property law.


Article 21: Termination or cancellation of the agreement

    • The Principal is not authorised to terminate or cancel the agreement, unless the Contractor consents. If the Contractor consents, the Client shall owe the Contractor an immediately due and payable compensation in the amount of the agreed price, less any savings for the Contractor resulting from the termination. The compensation shall be at least 20% of the agreed price.


  • If the price is made dependent on the actual costs to be incurred by the Contractor costs to be incurred by the contractor (cost-plus basis), the fee referred to in the first paragraph of this article is estimated at the sum of the costs, working hours and profit that the contractor would have been expected to incur over the entire order.


Article 22: Applicable law and competent court

    • Dutch law shall apply.
    • The Vienna Sales Convention (C.I.S.G.) shall not apply, nor shall any other international regulation the exclusion of which is permitted.
    • The Dutch civil court that has jurisdiction in the place of business of the Contractor shall take cognisance of disputes. The contractor may deviate from this rule of jurisdiction and apply the statutory rules of jurisdiction.