Article 1: General

1. These terms and conditions apply to all offers, quotations, orders and agreements for the supply of goods and the provision of services concluded by KROV Cast-Form B.V., registered with the Commercial Register of the Chamber of Commerce under number 01144425, hereinafter referred to as: ‘KROV’, for the benefit of its customers and clients, hereinafter referred to as: ‘customer’.
2. Specific provisions and conditions deviating from KROV’s general terms and conditions shall only apply if agreed in writing between KROV and the customer.
3. The general terms and conditions used by the customer shall not apply and are hereby expressly excluded, unless and insofar as otherwise confirmed in writing by KROV. In the event of conflicting provisions between those of KROV and the customer, KROV’s terms and conditions shall prevail.
4. In the event of a conflict between the content of the agreement concluded between KROV and the customer and these general terms and conditions, the provisions of the agreement shall prevail.

Article 2: Offers and Quotations

1. The quotations made by KROV are without obligation and valid for thirty days, unless otherwise stated.
2. If the customer provides KROV with data, drawings, models, etc., KROV may assume that these are correct and complete and will base its offer on them. If the data, drawings, models, etc. provided by the customer prove to be incorrect and/or incomplete after KROV has prepared the quotation or made the offer, KROV is entitled to adjust the quotation or offer in accordance with the correct and/or complete data.
3. The prices stated in the offers and quotations are exclusive of VAT and other government levies, as well as shipping and any transport and packaging costs, unless expressly stated otherwise. Prices are valid for delivery ex works.
4. The conditions in offers and quotations do not automatically apply to repeat orders.
5. If an offer or quotation is not accepted, KROV is entitled to charge the customer for all costs it has incurred in preparing the quotation or making the offer.

Article 3: Formation of the Agreement

1. An agreement shall only be concluded after the customer has returned the quotation to KROV, signed in writing or digitally, within thirty days of its date.
2. Interim price changes that affect the cost price, such as, but not limited to, changes in the prices of raw materials or the goods to be supplied themselves, wages, transport costs, exchange rates, import duties, etc., may be charged on by KROV contrary to the original quotation.
3. After acceptance of the order or assignment, changes requested by the customer shall only be implemented if confirmed in writing by KROV to the customer. KROV reserves the right not to implement changes requested by the customer. The failure to implement the requested changes shall never constitute a valid reason for the customer to terminate the agreement or assignment in whole or in part. The customer shall remain liable for payment of the agreed purchase price.
4. Costs arising from additions and/or changes to the agreement shall be borne by the customer and invoiced on the basis of subsequent calculation.

Article 4: Performance of the Agreement

1. KROV shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this based on the state of the art known at that time.
2. KROV is entitled to outsource the assignment in whole or in part to third parties/suppliers. At the customer’s express request, KROV shall inform the customer whether and, if so, to what extent the assignment has been outsourced to third parties/suppliers.
3. With regard to products manufactured and/or services provided by third parties/suppliers, KROV shall only be regarded towards the customer as a reseller/intermediary and shall therefore not be obliged towards the customer to provide more than the third party/supplier provides towards KROV.
4. In the event of a possible claim for damages, KROV shall – without itself being obliged to pay any compensation – mediate between the third party/supplier and the customer.
5. The customer shall ensure that all data which KROV indicates are necessary, or which the customer should reasonably understand to be necessary for the performance of the agreement, are provided to KROV in good time. If the data required for the performance of the agreement are not provided to KROV in good time, KROV shall be entitled to suspend performance of the agreement and/or charge the customer for the additional costs resulting from the delay at the usual rates.
6. Parts made available to KROV by or on behalf of the customer which are to be attached to or incorporated into the product to be manufactured by KROV must be delivered by the customer to KROV in the required quantity, on time, free of charge and carriage paid.
7. The customer guarantees the soundness and proper functioning of the parts made available, as well as the applicability and suitability of these parts for the performance of the agreement by KROV.
8. If the aforementioned parts are delivered late or cannot be processed, the customer shall be liable for the resulting damage, including, but not limited to, production downtime.
9. If it has been agreed that the agreement will be performed in phases, KROV shall only proceed with the next phase after the customer has approved the results of the preceding phase in writing.

Article 5: Moulds, Models and Originals

1. All moulds manufactured by KROV that are necessary for the production of the goods to be supplied or the performance of the assignment, and which have been paid for in advance by the customer, shall remain with KROV, unless KROV has determined otherwise in writing. The moulds shall be stored by KROV if they are not used for production and need not be returned to the customer – at its written request – until one year after delivery and/or payment of the last order for goods made by the customer from KROV using these moulds. After this period has expired, KROV shall be entitled to destroy the moulds.
2. KROV shall not be liable for loss, disappearance or damage to the moulds, except in the event of gross negligence or intent. KROV shall never be liable in this respect for gross negligence or intent on the part of auxiliary persons who are not subordinates. Liability for damage resulting from loss, disappearance or damage due to gross negligence or intent shall be limited to the repair or replacement of the mould, at KROV’s discretion.
3. Originals manufactured for the moulds may be made available to the customer against proof of receipt by the customer and after payment of any outstanding claims by KROV against the customer. When the originals are stored by KROV, a storage period of three years shall apply.

Article 6: Delivery

1. Delivery shall take place ex works (‘ex works’ according to the most recent version of the Incoterms) from KROV.
2. Specified delivery periods are approximate. KROV shall not be liable for the consequences of exceeding the specified delivery period. Exceeding the delivery period shall not entitle the customer to terminate the agreement or claim damages.
3. The customer is obliged to accept the goods at the time KROV delivers or arranges for them to be delivered to the customer, or at the time KROV informs the customer that the goods are available to the customer.
4. If the customer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, KROV shall be entitled to store the goods at the customer’s expense and risk. KROV shall also be entitled, at its discretion, to demand payment of the amount due to it for the goods not accepted or to consider the agreement, insofar as it has not yet been performed, terminated without judicial intervention and, in both cases, claim full compensation for the damage suffered and to be suffered as a result.
5. If the goods are delivered, KROV shall be entitled to charge any delivery and transport costs, unless otherwise agreed. These shall then be invoiced separately.
6. The method of transport shall be determined by KROV, unless otherwise agreed. Under all circumstances, transport shall be entirely at the customer’s expense and risk.
7. KROV shall be entitled to deliver the goods in parts, unless otherwise agreed or the partial delivery has no independent value. KROV shall be entitled to invoice the goods delivered in this manner separately. If and for as long as a partial shipment has not been paid for by the customer and/or the customer otherwise fails to comply with the agreement or arrangements made, KROV shall be entitled to suspend the following shipment(s) until the customer has fulfilled all its obligations, without prejudice to KROV’s right to terminate the agreement without judicial intervention and claim damages.
8. The risk of loss or damage to the goods that are the subject of the agreement shall pass to the customer at the time of delivery, or at the time the customer is informed that the goods are available to the customer.

Article 7: Inspection, Complaints, Returns, Limitation and Expiry Period

1. The customer is obliged to inspect the goods delivered at the time of delivery, or at least as soon as possible thereafter. The customer must in any event examine whether the quality and quantity of the goods delivered correspond to what has been agreed, or at least comply with the requirements applicable thereto in normal commercial practice.
2. Any advice provided by KROV regarding technical application, whether verbally, in writing or in any other manner, shall not release the customer from the obligation referred to in paragraph 1 of this article.
3. Any visible defects must be reported to KROV in writing within eight days of delivery. Non-visible defects must be reported within three weeks of discovery, but no later than 12 months after delivery, failing which the customer shall no longer be entitled to invoke non-performance by KROV.
4. If a complaint is made in good time pursuant to the preceding paragraph, the customer shall remain obliged to accept and pay for the purchased goods. If the customer wishes to return defective goods, this shall be done with the prior written consent of KROV in the manner specified by KROV.
5. Complaints may only be made with regard to goods that are still in the condition in which they were delivered.
6. KROV must be given the opportunity to physically inspect the processed object(s) in response to complaints submitted.
7. Returns that have not been preceded by the written complaint referred to in paragraph 3 of this article are not permitted. The costs of such unauthorised returns shall be borne by the customer.
8. In the event of unauthorised return of the goods, KROV shall be entitled to store the relevant goods itself or with third parties at the customer’s expense and risk.
9. The customer is obliged to carefully package, ship and insure the goods to be returned. The customer shall be liable for damage caused to the returned goods through its fault or negligence.
10. Legal claims against KROV arising from an agreement subject to these general terms and conditions shall become time-barred after one year. They shall expire after two years. The limitation period or expiry period shall commence on the first day after the expiry of a period of one calendar month following the conclusion of the relevant agreement.

Article 8: Payment

1. Payment must be made within 14 days of the invoice date in a manner specified by KROV and in the currency in which the invoice was issued, without any discount or set-off. Objections to the amount of the invoices shall not suspend the payment obligation.
2. If the customer fails to make payment within the period of 14 days, the customer shall be in default by operation of law, without any notice of default or notification being required. The customer shall then owe statutory commercial interest. Interest on the amount due shall be calculated from the moment the customer is in default until the full amount has been paid.
3. In the event of liquidation, bankruptcy or suspension of payment of the customer, KROV’s claims against the customer shall become immediately due and payable. KROV shall also have the right, without further notice of default or judicial intervention being required, to declare all agreements concluded with the customer dissolved, without prejudice to any other rights to which it is legally entitled.
4. KROV shall have the right to apply payments made by the customer first to the costs, then to the accrued interest and finally to the principal amount and current interest. KROV may, without thereby being in default, refuse an offer of payment if the customer specifies a different order of allocation. KROV may refuse full repayment of the principal amount if the accrued and current interest and costs are not also paid.
5. The customer is not entitled to suspend payment of the amount owed by it on the grounds that KROV has failed to fulfil any obligation towards it under any agreement whatsoever. A set-off by the customer is likewise excluded.

Article 9: Collection Costs

1. If the customer is in default or fails to fulfil its obligations in a timely manner, all reasonable costs incurred by KROV to obtain payment out of court shall be borne by the customer. In any event, in the case of a monetary claim, the customer shall owe collection costs in addition to the statutory commercial interest.
2. The collection costs shall be calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs (BIK), with a minimum of €250.00.

Article 10: Retention of Title

1. All goods delivered by KROV, including any designs, sketches, drawings, films, software, (electronic) files, etc., shall remain the property of KROV until the customer has fulfilled all obligations arising from the agreement(s) concluded with KROV.
2. The customer is not authorised to pledge or otherwise encumber goods subject to the retention of title.
3. If third parties seize goods delivered under retention of title or wish to establish or assert rights thereto, the customer is obliged to inform KROV thereof as soon as can reasonably be expected.
4. The customer undertakes to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage as well as theft and to provide KROV with access to the insurance policy for inspection upon first request.
5. Goods delivered by KROV which are subject to retention of title pursuant to paragraph 1 may only be resold in the ordinary course of business and may never be used as a means of payment. KROV is entitled to make such resale subject to the condition that the claim arising from the relevant purchase agreement(s) is pledged to KROV as security.
6. In the event that KROV wishes to exercise its ownership rights referred to in this article, the customer hereby grants KROV, or third parties designated by KROV, unconditional and irrevocable permission to enter all places where KROV’s property is located and to take back those goods without further notice of default or judicial intervention being required.
7. Until the customer has paid all amounts owed to KROV under the agreement (and/or under previous similar agreements), KROV may retain the relevant goods and have priority in recovering its claim from them, unless the customer provides sufficient security for payment of these amounts.

Article 11: Liability

1. KROV shall only be liable for damage suffered by the customer which is the direct and exclusive result of a failure attributable to KROV in the performance of the agreement. Only damage against which KROV is insured shall qualify for compensation.
2. If, at the time of concluding the agreement, KROV had not taken out insurance for the damage suffered by the customer or if, for whatever reason, the aforementioned insurance does not cover this damage, KROV’s liability shall be limited to the higher of the following amounts:
   1. €50,000;
   2. The invoice amount of the agreement in connection with which the damage arose.
3. KROV shall never be liable for any form of consequential damage, including, but not limited to, loss of turnover and/or stagnation damage or loss of profit.
4. KROV shall only be obliged to deliver in accordance with the specifications agreed upon at the time the agreement was concluded. KROV accepts no liability whatsoever for the applicability of the goods supplied by the customer for any purpose.
5. All images, drawings, data concerning weights, dimensions, colours, etc. stated by KROV in any document other than the order confirmation are approximate only and the customer cannot derive any rights from them.
6. KROV shall not be liable for inaccuracies in data, drawings, documents, etc. and advice provided by or on behalf of the customer for use in the performance of the agreement.
7. Where goods belonging either to the customer or to other persons have become unusable as a result of a normal processing operation carried out by KROV or a processing operation carried out at the express request of the customer, the risk thereof shall be entirely borne by the customer. In cases where damage to or the unusability of the goods and/or the processed object(s) arises as a result of gross negligence or negligence on the part of KROV or its personnel, liability shall never exceed the value of the processing operation that KROV would carry out or has carried out in connection with the assignment.
8. If – in KROV’s assessment – it becomes apparent during the processing of the offered object(s) by or at KROV that one of the requirements described above has not been met, KROV shall have the choice between terminating the agreement – without further notice of default being required – by means of a statement to that effect, with the customer being obliged to compensate all resulting damage, in particular loss of profit, or suspending its obligations under the agreement, or demanding performance of the agreement, in which latter case KROV shall have the right to make or have the processed object(s) made suitable for the commissioned processing at the customer’s expense, with the agreed delivery period being extended by the time required to carry out or have carried out such work.
9. KROV shall not be liable for damage resulting from improper use of the products supplied by KROV or use contrary to any applicable instructions for use.
10. KROV shall furthermore not be liable for the applicability and durability of products supplied by it which are used as part of goods not supplied by it.
11. Claims against KROV based on incorrectly provided advice shall lapse if they have not been reported in writing and with reasons within six months after the customer became aware or reasonably should have become aware of the facts on which the claims are based and in any event five years from the date of the relevant assignment.
12. The customer shall indemnify KROV and hold KROV harmless against all third-party claims for damage attributable to the customer.
13. The limitations of liability included in these general terms and conditions shall not apply if the damage is due to intent or gross negligence on the part of KROV or its managerial subordinates.

Article 12: Force Majeure

1. The parties shall not be obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to their fault and for which they are not responsible by law, legal act or generally accepted principles in society.
2. Force majeure within the meaning of these general terms and conditions shall include, in addition to what is understood in this respect under the law and case law, all external causes, whether foreseen or unforeseen, over which KROV has no control and as a result of which KROV is unable to fulfil its obligations. Strikes within KROV’s company and non-delivery or late delivery by KROV’s suppliers shall also be included.
3. KROV shall also have the right to invoke force majeure if the circumstance preventing (further) performance occurs after KROV should have fulfilled its obligation.
4. During the period that the force majeure continues, the parties may suspend their obligations under the agreement. If this period lasts longer than two months, either party shall be entitled to terminate the agreement without any obligation to compensate the other party for damage.
5. Insofar as KROV has already partially fulfilled or will be able to fulfil its obligations under the agreement at the time the force majeure occurs, and independent value is attributable to the fulfilled or to-be-fulfilled part, KROV shall be entitled to invoice the part already fulfilled or to be fulfilled separately. The customer shall be obliged to pay this invoice as if it concerned a separate agreement.

Article 13: (Other) Indemnities

1. The customer shall indemnify KROV against third-party claims relating to intellectual property rights in materials or data provided by the customer and used in the performance of the agreement.
2. If the customer provides KROV with data carriers, electronic files or software, etc., the customer guarantees that this will not infringe the property rights or copyrights of third parties and that the data carriers, electronic files or software are free of viruses and defects.
3. The customer shall indemnify KROV against all third-party claims based on product liability resulting from a defect in a product supplied by the customer to a third party and which (partly) consisted of products and/or materials supplied by KROV.
4. The customer shall indemnify KROV against third-party claims arising in connection with the performance of the agreement where such third parties suffer damage attributable to the customer.

Article 14: Intellectual Property and Copyright

1. The customer is not permitted to make changes to the goods, unless this follows from the nature of the goods supplied or has been agreed otherwise in writing.
2. The designs, sketches, drawings, films, software and other materials or (electronic) files created by KROV in connection with the agreement, if any, shall remain the property of KROV, regardless of whether they have been provided to the customer or third parties, unless otherwise agreed.
3. All documents provided by KROV, such as designs, sketches, drawings, films, software, (electronic) files, etc., are intended solely for use by the customer and may not be reproduced, disclosed or made known to third parties by the customer without KROV’s prior consent, unless the nature of the documents provided dictates otherwise.
4. KROV reserves the right to use the knowledge gained as a result of the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

Article 15: Confidentiality

1. Both parties are obliged to keep confidential all confidential information they have obtained from each other or from another source in the context of their agreement. Information shall be considered confidential if this has been communicated by a party or if this follows from the nature of the information.
2. If, pursuant to a statutory provision or court decision, KROV is obliged to provide confidential information to third parties designated by law or by the competent court, and KROV cannot invoke a statutory right of non-disclosure or a right of non-disclosure recognised or permitted by the competent court, KROV shall not be obliged to pay damages or compensation and the customer shall not be entitled to terminate the agreement on the grounds of any damage caused thereby.
3. Upon conclusion of an agreement, KROV shall record the customer’s data in a file. This file shall be used for the following purposes:
   • for the purpose of performing the agreement.
4. KROV shall not provide this data to third parties, except where this is necessary for the performance of the agreement. In such cases, permission to use the data shall be limited to the stated purpose.
5. The party responsible for data processing is KROV Cast-Form B.V., established at (9321 DB) Peize, De Overzet 3. The customer may inspect its data at any time and free of charge and may have this data amended if desired. The customer may also object at any time to receiving information from KROV by e-mail, telephone and/or post.

Article 16: Disputes

1. The competent court of the District Court of Noord-Nederland, Groningen location, shall have exclusive jurisdiction at first instance to hear disputes arising in any way from the agreement(s) between KROV and the customer.

Article 17: Applicable Law

1. Dutch law shall apply to every agreement between KROV and the customer. The Vienna Sales Convention is excluded.