General Terms & Conditions

Article 1: General  

1.1 These terms and conditions apply to all offers from and all orders to Eurostrut for the sale and delivery by Eurostrut of goods and/or the execution by Eurostrut of work, and to all agreements with Eurostrut in this regard.  

1.2 The applicability of terms and conditions of the other party, client or customer of Eurostrut (hereinafter: customer) is hereby expressly rejected.  

1.3 The purchaser may only invoke conditions that deviate from these conditions if and to the extent that they have been accepted in writing by Eurostrut.  

1.4 The purchaser with whom a contract has once been concluded on the basis of these conditions agrees to the applicability of these conditions to subsequent agreements between him and Eurostrut.  

Article 2: Offers, orders and agreements  

2.1 All offers from Eurostrut are without obligation.  

2.2 Orders and acceptances of offers by the purchaser are considered irrevocable.  

2.3 Eurostrut is only bound when and as it has accepted in writing or has started execution.  

Article 3: Drawings and specifications  

3.1 Dimensions, weights, shapes, images, quality standards, drawings, calculations, designs and other data included in catalogues, brochures, images, diagrams and the like are only binding if and to the extent that this has been expressly agreed in writing. Minor deviations from agreed dimensions, weights, shapes, images, quality standards and calculations can never be held against Eurostrut.  

Article 4: Price  

4.1  Prices stated by Eurostrut or agreed with Eurostrut are net, therefore excluding VAT and any import or export duties, and apply, unless otherwise agreed, only in the event of delivery ex works or warehouse of unpackaged goods. They are furthermore, unless otherwise agreed, exclusive of the costs of packaging, loading, transport, unloading, insurance, installation and/or assembly. 

4.2 If Eurostrut has taken on the packaging, packaging, loading, transport, unloading, insurance, installation and/or assembly of items without expressly agreeing a price in writing, it is entitled to charge the purchaser the actual costs and/or the rates customary at Eurostrut.  

Article 5: Execution and delivery  

5.1 Agreed delivery times commence and the execution of the agreement by Eurostrut will only commence after the agreement has been concluded and after Eurostrut has all objects, documents and data necessary for the execution and/or to be provided by the purchaser and after any agreed advance payment has been received by Eurostrut or security for payment has been provided for the benefit of Eurostrut.  

5.2 Eurostrut is always entitled to engage third parties for the execution of the agreement.  

5.3 Except for the exception stated in article 7.3, the items to be delivered by Eurostrut are deemed to have been delivered as soon as they have left the factory or warehouse of Eurostrut or third parties engaged by it for transport to or for the benefit of the purchaser.  

5.4 The terms agreed with Eurostrut within which the goods to be supplied by it will be delivered or the work to be performed will be carried out are only approximate. Exceeding these terms does not entitle the purchaser to additional or replacement compensation or to non-fulfilment by him of any of his own obligations arising from the agreement. The purchaser is entitled to terminate the agreement by means of a written statement if Eurostrut has not delivered or performed the goods to be supplied or the work to be performed within a reasonable term notified in writing by the purchaser after the aforementioned excess.  

5.5 Delivery times will be extended by the time that the performance of the agreement is delayed by force majeure. They will also be extended by the time that the purchaser is later in performing any obligation than agreed or could reasonably be expected by Eurostrut.  

5.6 Eurostrut has the right to deliver in parts. For the application of these conditions, each partial delivery is considered an independent delivery.  

Article 6: Transfer of risk and ownership  

6.1 The risk for the goods to be delivered by Eurostrut is for the purchaser from the moment that these goods are considered to have been delivered as referred to in article 5.3 or article 7.3.  

6.2 Loading, dispatch or transport, unloading and insurance of the goods to be delivered are at the purchaser's risk, even if Eurostrut itself takes care of this.  

6.3 All items delivered by Eurostrut remain the property of Eurostrut until the moment of full payment of all that Eurostrut has to claim from the buyer in connection with the underlying agreement, including damages, costs and interest.  

Article 7: Acceptance, inspection  

7.1 The buyer is obliged to cooperate without delay in any agreed inspection.  

7.2 The buyer is obliged to accept the items at the moment that the items to be delivered are ready for transport or shipment.  

7.3 If the purchaser does not cooperate with the inspection or acceptance on time or at the agreed time, the goods shall, in deviation from the provisions of article 5.3, be deemed to have been delivered at the time that the inspection or acceptance could have been requested or expected by Eurostrut.  

Article 8: Force Majeure  

8.1 Eurostrut is entitled to invoke force majeure if the performance of the agreement is wholly or partially, temporarily or otherwise, prevented or hampered by circumstances reasonably beyond its control, including company blockades, transport disruptions, strikes and lockouts, delayed provision to Eurostrut of parts, goods or services ordered from third parties, accidents and operational disruptions.  

8.2 In the event of force majeure on the part of Eurostrut, its obligations will be suspended. If the force majeure lasts longer than three months, both Eurostrut and the purchaser are entitled to terminate the agreement for the part that cannot be performed by a written statement, without prejudice to the provisions of article 13.2.  

Article 10: Warranty  

10.1 Eurostrut guarantees the soundness of the items it supplies in such a way that, in the event of shortcomings in construction, material or finish that become apparent during the warranty period and for which a complaint has been made in a timely manner, it will either repair them free of charge, or re-deliver them free of charge, or credit the purchaser in all or part of the invoice value of the item in question in all fairness, at Eurostrut's discretion.  

10.2 The warranty period is 12 months after delivery.  

10.3 The purchaser must complain about externally visible shortcomings at the latest upon inspection, or, if such an inspection has not been agreed, within 14 days after delivery, failing which any claim against Eurostrut will lapse.  

10.4 Complaints about other shortcomings must be made within 14 days after they become apparent, under penalty of losing any claim against Eurostrut.  

10.5 All complaints in connection with the performance of work by or on behalf of Eurostrut must be submitted to Eurostrut in writing within eight days after completion of the work, failing which any claim against Eurostrut in connection with that work will lapse.  

10.6 Any right to warranty shall lapse if:  

a. the instructions provided by Eurostrut for storage, placement, testing, assembly, maintenance and/or use have not been followed exactly;  

b. the delivered goods have been used improperly or not in accordance with the agreed or usual purpose; 

 c. the purchaser itself or third parties not engaged by Eurostrut have carried out work on the goods delivered by Eurostrut without the permission of Eurostrut; 

 d. the purchaser fails to fulfil any obligation towards Eurostrut arising from the underlying agreement, fails to fulfil it properly or fails to fulfil it in a timely manner. 

10.7 For items or parts of items that Eurostrut obtains from third parties, Eurostrut's warranty obligations towards the purchaser shall never be greater or longer than the warranty obligations of those third parties towards Eurostrut. Eurostrut shall be discharged in this respect when it transfers its claim on that third party to the purchaser.  

Article 11: Liability and indemnity 

 11.1 Eurostrut's liability in connection with any shortcomings in items delivered by it is limited to compliance with the guarantee described in the previous article. 

 11.2 Eurostrut is never obliged to pay replacement or additional compensation except if and to the extent that the damage suffered was caused by intent or gross negligence on the part of Eurostrut or its own employees. Except in the case of intent on the part of Eurostrut itself, Eurostrut's liability for business, consequential or indirect damage is always excluded. 

 11.3 In all cases in which Eurostrut is obliged to pay compensation, this will never be higher than, at its discretion, either the invoice value of the delivered goods as a result of or in connection with which the damage was caused, or, if the damage is covered by Eurostrut insurance, the amount actually paid out by the insurer in this respect. 

 11.4 Any claim against Eurostrut, except those acknowledged by Eurostrut, will lapse after a period of 12 months after the claim arose. 

 11.5 The employees of Eurostrut or auxiliary persons engaged by Eurostrut for the performance of the agreement may invoke all defenses arising from the agreement against the purchaser as if they were a party to that agreement themselves. 

 11.6 The purchaser shall indemnify Eurostrut, its employees and auxiliary persons engaged for the performance of the agreement against any claim by third parties in connection with the performance of the agreement by Eurostrut, to the extent that such claims are greater than or different from those to which the purchaser is entitled against Eurostrut.  

 Article 12: Payment and security 

 12.1 Payment must be made take place within 30 days after the invoice date. However, Eurostrut is at all times entitled to demand full or partial advance payment and/or otherwise obtain security for payment.

12.2 Warranty claims do not suspend the payment obligations of the purchaser. 

 12.3 If the purchaser does not pay any amount owed by him on the basis of the foregoing, he will be in default without notice of default. As soon as the purchaser is in default with any payment, all other claims of Eurostrut on the purchaser are due and payable and the default with respect to those claims also occurs immediately without notice of default. As of the day on which the purchaser is in default, he shall owe Eurostrut a default interest of 11/2% per month or part thereof for which the default continues. 

Article 13: Dissolution 

 13.1 If the purchaser fails to fulfil one or more of his obligations, fails to fulfil them on time or fails to fulfil them properly, is declared bankrupt, applies for (provisional) suspension of payments, proceeds to liquidate his company, or if his assets are seized in whole or in part, Eurostrut shall have the right to suspend the performance of the agreement or to terminate the agreement without prior notice of default. to dissolve the agreement in whole or in part by means of a written statement, at its discretion and always with the retention of any right to compensation for costs, damages and interest to which it is entitled. 

 13.2 The purchaser is only entitled to dissolve the agreement in the cases referred to in articles 5.4 and 8.2 of these conditions and then only after payment to Eurostrut of all amounts owed to Eurostrut at that time, whether or not due and payable. 

Article 14: Disputes and applicable law 

 14.1 All disputes between the parties will be settled exclusively by the competent court in Eindhoven, unless Eurostrut prefers an otherwise competent court. 

 14.2The agreement is subject to Dutch law. 

 14.3 All judicial and extrajudicial costs related to the collection of any claim on the buyer shall be borne by the buyer. The extrajudicial costs are deemed to amount to at least 15% of the amount to be claimed.  

These conditions have been filed with the Chamber of Commerce and Industry in Rotterdam. Chamber of Commerce number 58244913