TERMS AND CONDITIONS of W.B. BIJL B.V., BIJL Bruggen and W.B. BIJL PROFIELEN B.V.
As filed with the Chamber of Commerce in Breda.
1. These terms and conditions apply to all offers, orders and agreements to accept work and/or to sell goods made by, awarded to, or entered into by W.B. Bijl B.V. and/or W.B. Bijl Profielen B.V. in Heiningen (hereafter both referred to as Bijl).
2. Any further references in these terms and conditions to the acceptance or execution of an order shall also be taken to mean the acceptance of or the fulfilment of obligations under this agreement.
3. Any amendments to these terms and conditions or the terms and conditions of the other party (hereafter referred to as: the Client) will only be valid, or apply when the acceptance thereof has been confirmed in writing by Bijl. In the event that these conditions differ from those of the Client, these conditions shall prevail.
4. Once these conditions have applied to a legal relationship between Bijl and a specific Client, they will remain applicable to any future legal relationship between Bijl and that Client, unless otherwise expressly agreed in writing in a specific case.
5. f any provision in these terms and conditions should prove to be void, parties are deemed to have agreed on a valid replacement provision that is as similar as possible in content and purport to the void provision and this shall not affect the validity of the remaining provisions.
1. All offers made by Bijl are without obligation, unless expressly indicated otherwise, and may be revoked by Bijl within three (3) days after they have been accepted by the Client.
2. All offers are based on the information received from the Client and on execution under normal and foreseen circumstances.
3. Offers are valid for a period of sixty (60) days, unless indicated otherwise, and each offer shall lapse when a subsequent offer is made.
4. All documents provided in relation to an offer, such as drawings, designs, images, brochures, price lists, calculations, measures, weights, etc. are provided to the best of Bijl’s knowledge, but shall not be binding on Bijl. Bijl will at all times be entitled to make amendments thereto.
5. The documents and information provided together with an offer, as referred to under item 4, will remain the property of Bijl. The Client may not copy such items, show them to other parties or make use of them in any way.
III Conclusion of agreements
1. Any orders that are awarded shall not become binding on Bijl until Bijl has accepted these in writing or until Bijl has started the execution of such orders.
2. With respect to any activities that are of such a nature and size that Bijl has not sent an offer or order acceptance and/or the Client has not sent an order confirmation, the Client retaining the relevant invoice sent by Bijl for such activities for fourteen (14) days or longer without making any objections thereto is regarded as the relevant order confirmation.
3. Bijl shall only be bound to any changes and additions to awarded orders after Bijl has confirmed acceptance in writing.
4. Any agreements with or promises or communications made by employees of Bijl shall not be binding on Bijl until after these have been confirmed in writing on behalf of Bijl by the persons authorised thereto pursuant to the Trade Register.
1. Unless indicated otherwise, the prices apply that have been provided by Bijl for delivery ex warehouse of Bijl. If Bijl should arrange transportation, packaging and/or insurance, this shall take place at the request and on behalf of the Client and consequently be for the account and at the risk of the Client. In such cases, Bijl is free to choose the transporter and the manner of transportation and/or insurance. Bijl will handle such to the best of its ability and knowledge and cannot be held liable in this regard.
2. All prices are exclusive of turnover tax or any other taxes and/or duties levied by government bodies in relation to the goods or deliveries. Bijl will be entitled to invoice these taxes and/or duties to the Client.
3. The prices will at all times be based on the exchange rates and price level current at the time the offer is made or the agreement is entered into. If subsequently any changes occur in the
exchange rates and/or prices of the (base) materials, in wages, in salaries or social security contributions or in any other cost determining factors, Bijl will be entitled to pass these on to
4. If the circumstances under which an order is to be executed should change in relation to that which was normal and anticipated upon acceptance of the order, Bijl will be entitled to invoice
any additional costs resulting from this/these change(s) to the Client.
5. All changes to the order, whether at the request of the Client, or whether required due to other changes, will be regarded as extra work if such should result in additional costs for Bijl and as
less work if such should result in costs savings for Bijl. Any extra work will immediately be invoiced by Bijl. In case of a reduction in work, the savings will be offset against the payment
of the principal sum, and if applicable against the last instalment thereof.
V Deliverables by Bijl
1. Bijl will carry out the awarded orders in accordance with the requirements of sound work and in conformity with the awarded order. When it deems it necessary or desirable, Bijl will be
entitled to involve a third-party in the execution of the order.
2. The deliverables to be produced by Bijl solely include the execution of the order in accordance with the description provided in the offer, the order or any other documents that form the basis
of the legal relationship between the parties. In case of a conflict between such documents, the latest description provided by Bijl or the description that was accepted in writing by Bijl
3. Any preliminary and additional work that is not mentioned in the description does not form part of the deliverables to be provided by Bijl and will be regarded as extra work in as far as it is
carried out by Bijl.
4. The Client must ensure that Bijl has timely access to the information that is required for the execution of the deliverables to be provided by Bijl, unless Bijl must provide such information
itself in accordance with to the order.
5. If the start or progress of the deliverables to be provided by Bijl is hindered or delayed by factors which cannot be attributed to Bijl, the Client will have to reimburse Bijl for any resulting
costs or damages incurred by Bijl.
VI Execution and delivery
1. The deadlines for execution or delivery provided by Bijl are only indicative and they are nonbinding on Bijl. The Client cannot derive any rights from the exceedance of such deadlines.
2. The provided deadlines for execution or delivery shall not enter into force until after the Client has made all required information available to Bijl and will be extended with the time during
which the Client fails to fulfil any obligations towards Bijl and/or with the time that Bijl requires to carry out the extra work or the changes to the original order.
3. Bijl will be entitled to carry out the orders by the Client in stages and to invoice such stages separately.
4. Goods shall be deemed to have been delivered when they have been delivered at the agreed location or have been offered for delivery by Bijl.
1. Upon the delivery of goods, the Client must check these for any faults, deviations or visible damage or defects and if such are discovered mark them on the transport documents and
inform Bijl thereof within fourteen (14) days.
2. Any damage, deviations or defects that are not outwardly visible must be reported to Bijl within fourteen (14 days) after they are discovered.
3. If the aforementioned deadlines are not observed, all of the Client’s claims with respect to the alleged faults, deviations, damages or defects shall lapse.
4. The Client must provide Bijl with the opportunity to investigate the correctness of any claims that are submitted and rectify the complaints where necessary.
VIII Transfer of risk and ownership
1. The risk for the delivered goods is transferred to the Client upon delivery or processing
2. Bijl shall however retain ownership of all goods it has delivered during the period that the
Client has not met all of its payment obligations towards Bijl with respect to such delivery or
3. If the goods delivered by Bijl are to form part of other existing or future movable goods, such
that they (will) lose their independence, the Client will be obliged (i) to inform Bijl of this in
writing in advance, and (ii) to pledge to Bijl upon demand the relevant movable goods or
instead to provide security to the size of at least the value of the invoice including any taxes
and/or duties on the goods delivered by Bijl, on penalty of payment of a fine of EUR 5,000 for
each day that the Client fails to meet each of these obligations.
4. During the period that the ownership of the delivered goods still rests with Bijl, the Client will
be obliged to handle and maintain such goods with care, and to insure them against the risk of
damage, loss or destruction.
5. The Client will be entitled to use and sell the delivered goods of which the ownership still rests
with Bijl in connection with its normal business activities, but may, however, not dispose of
them, encumber them or grant any rights or entitlements thereto to third parties in any other
6. If the goods of which the ownership still rests with Bijl are sold to a third party and this third
party will not immediately pay the purchase price payable in full, the Client will be obliged to (i)
inform Bijl in writing prior to the sale, and (ii) to pledge the relevant claims to Bijl on demand,
on penalty of payment of a fine of EUR 5,000 for each day that the Client fails to meet each of
7. The Client is obliged to explicitly make apparent the rights of ownership of Bijl to any third
parties (such as seizing creditors) that result from the previous paragraphs, as soon as there
is a possibility that these third parties might consider the relevant goods to be the Client’s
property, and to immediately inform Bijl of the application, by himself or by a third party, for his
liquidation, application for a suspension of payments, attachment of (part of) his assets or any
other circumstances that may make it relevant for Bijl to enforce its ownership rights referred
8. Without prejudice to it other rights, Bijl will at all times be irrevocably authorized to take back
the goods that it still owns based on the previous provisions if the Client fails to meet any
obligation towards Bijl. For this purpose, the Client grants Bijl access in advance to the
buildings and premises where such goods might be located.
9. The Client will enter the delivered goods of which the ownership still rests with Bijl in a
separate table alongside the assets on its balance sheet.
10. The risk of damage to or the destruction of any executed activities or activities that are still
being executed will always be for the account of the Client, unless caused by shortcoming that
can be attributed to Bijl.
IX Right of retention
Bijl will be entitled to retain all the Client’s belongings that it has in its possession until it has
received full payment of all it can claim from the Client.
1. Invoices must be paid within thirty (30) days after the date they have been sent by transfer to a
ank account in the name of Bijl.
2. Unless expressly agreed otherwise, the Client shall not be permitted to set off any demands
for payment that Bijl has issued to the Client. Complaints or claims shall not suspend the
3. If any payment by the Client is delayed, the Client will owe an interest of 1.5% per month or
part of a month on the overdue amount without further reminder or notice of default being
required, to be calculated from the due date, without prejudice to any other rights of Bijl.
4. If, after having been reminded that payment is due, the Client remains in default with respect
to payment of the amount owed, Bijl will be entitled to defer or stop execution of the order until
the Client has met its obligations. The deadlines for execution or delivery provided by Bijl will
be extended with the resulting delay.
XI Force majeure
1. If Bijl is prevented from executing or continuing to execute an order due to force majeure it will
not be liable for any resulting damage and will be entitled, without being obliged to pay
compensation, to either terminate the agreement or to postpone the continued execution
wholly or partially for the duration of the force majeure event.
2. If the agreement is terminated due to force majeure, Bijl will be entitled to receive payment for
all work executed up until the time of termination.
3. Force majeure is taken to mean any circumstance beyond the control of Bijl, whether or not
foreseeable, due to which the execution of the order is wholly or partially prevented or is
hindered to such an extent that the execution cannot reasonably be required of Bijl, such as
for instance in case of although not limited to war, threat of war, hostilities, revolt, riots,
government measures, fire, explosion, gale force winds, flooding, earthquakes, strikes,
transportation problems, export, import or transit bans and non-delivery or late delivery by
1. If within six months from the delivery of goods these appear to have defects that can be
attributed to faulty dimensional strength and material or production faults, Bijl will repair the
relevant goods free of charge.
The Client must report these defects to Bijl within fourteen (14) days after they have been
discovered or after discovery was reasonably possible.
Bijl will however be entitled to replace the faulty item or a faulty part thereof instead of
repairing it, or to take back the faulty good against repayment of the purchase price.
2. The goods must be inspected by the Client upon delivery, or if that should not reasonably be
possible, as soon as it is possible.
3. Bijl shall not be liable for any defects which become apparent six months after the delivery nor
for defects which have not been reported to Bijl by the Client within fourteen (14) days after
they were discovered or after discovery was reasonably possible.
4. With respect to defects to delivered goods, Bijl shall never be liable beyond the execution of
the deliverables mentioned under paragraph 1. Any liability for damage caused by defects,
both direct and consequential damage, is expressly excluded.
5. Bijl shall not be liable for any failures and defects which:
a. are due to the nature of the construction in which the goods are incorporated by the
Client, overdue maintenance, normal wear and tear, discolouration, improper use, fire
and other calamities, leakages and atmospheric influences.
b. occur in goods which have had work done to them after delivery by other parties than
6. Bijl is not obliged to repair the defects for as long as the Client has not met all of its
obligations towards Bijl.
7. If any intermediate suppliers of parts of goods supplied by Bijl provide guarantee on those
parts, Bijl will not bear any further liability towards the Client for any defects to those parts
beyond the liability the relevant intermediate supplier has towards Bijl in accordance with the
relevant guarantee provisions.
8. The Client shall indemnify Bijl against any third party claims for reimbursement of damage
resulting from or relating to goods supplied by Bijl.
9. Any liability of Bijl due to defects to the goods it has supplied shall lapse as soon as the
relevant goods are transferred to a third party by the Client.
1. If the Client fails to meet any obligation, Bijl will be entitled to wholly or partially postpone or
defer the order or to dissolve the agreement without court intervention.
2. All costs and damages incurred by Bijl due to the fact that the Client remains in default shall
be for the account of the Client.
3. The Client will be considered to be in default due to the simple non-fulfilment of any obligation,
without any further notice of default being required.
4. Bijl will also be entitled to dissolve the agreement without court intervention:
a. when the Client files for a suspension of payments;
b. when the Client is declared bankrupt;
c. when an attachment is imposed on the Client;
d. when the Client dies;
e. when the Client is placed under guardianship or loses full or partial disposition over his
assets in any other way.
Any costs which Bijl expects to have to make to retain or enforce its rights against the Client,
either in or out of court, will be for the account of the Client.
XV Applicable Law and Choice of Court
1. The legal relationship between the Client and Bijl is governed by Dutch law.
2. Any disputes between the Client and Bijl, including those which are only regarded as such by
one of the parties, will be resolved by the competent court in the district of Breda, with the
exclusion of all others.
In case of discrepancies between the English translation and the original Dutch text, the Dutch
text shall prevail.