GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF ALTRIMEX PACKAGING EQUIPMENT B.V. AND ALTRIMEX AFTER SALES B.V., VERSION 2025
Article 1: Definitions
1.1 “Altrimex” is understood to mean: Altrimex Packaging Equipment B.V. (Chamber of Commerce number: 17079734) or Altrimex After Sales B.V. (Chamber of Commerce number: 52106721), both having their registered office and principal place of business in Helmond, depending on which company is a contracting party to the Agreement.
1.2 “Client” is understood to mean: the legal entity, or the (partnership) or the natural person who has entered into an Agreement with Altrimex in connection with the delivery of Products, the provision of Services and/or the execution of Projects, or is in negotiations with Altrimex about this.
1.3 “Parties” is understood to mean: Altrimex and the Client.
1.4 In these terms and conditions, “Agreement” is understood to mean: any agreement between Altrimex and the Client with regard to the delivery of Products, the execution of Projects and/or the provision of Services, all written amendments thereto or additions thereto, as well as all (legal) acts in preparation and execution of that agreement.
1.5 “Product(s)” is understood to mean: all (parts of) goods delivered or to be delivered, without mounting, installation, programming and/or maintenance.
1.6 “Project(s)” means: the contracting of work as well as the agreed assembly, processing of (a) product(s) and programming and/or adaptation of software of (a) product(s).
1.7 “Service(s)” means: the agreed maintenance, repair, overhaul and/or assembly work, and/or installation of (a) Product(s).
Article 2: Applicability
2.1 These General Terms and Conditions of Sale and Delivery of Altrimex (hereinafter referred to as: “the Terms and Conditions”) apply to – and form an inseparable part of – all legal relationships, advice, offers, quotations and Agreements for the sale and delivery of Products, the execution of Projects and the provision of Services between Altrimex on the one hand and the Client on the other.
2.2 Amendments, deviations or additions to the Terms and Conditions are only valid if and insofar as Altrimex has expressly accepted them in writing.
2.3 Altrimex hereby expressly rejects the applicability of any general (purchase) conditions of the Client.
2.4 The Terms and Conditions were originally drawn up in the Dutch language. If the Terms and Conditions have been translated, the Dutch text will be binding in the event of a difference of opinion about the content and purport of the Terms and Conditions.
2.5 If a written provision in an Agreement between Altrimex and the Client conflicts with a provision in the Terms and Conditions, the written provision in the Agreement shall prevail.
2.6 In the case of international Agreements, trade terms used in offers, quotations, order confirmations, Agreements or otherwise, shall be construed in accordance with the International Rules for the Interpretation of Trade Terms issued by the International Chamber of Commerce (ICC Incoterms), as in force at the time of conclusion of the Agreement.
Article 3: Conclusion of agreements
3.1 Agreements between Altrimex and the Client are established by:
a. receipt by Altrimex of the acceptance by the Client of an offer or quotation from Altrimex within 30 days of the date of issue of that offer or quotation, unless the offer has been revoked by Altrimex within that period or unless expressly stated otherwise;
b. signature of the written Agreement by Altrimex;
c. transmission of the written order confirmation by Altrimex;
d. Execution by Altrimex of an assignment or order and/or Service and/or Project;
And shall be deemed concluded at the first moment that one of the events listed under a to d occurs.
3.2 Additional work is considered to be everything that is delivered and/or applied by Altrimex in consultation, whether or not in writing, with the Client during the execution of the Agreement in excess of the quantities expressly laid down in the Agreement or the order confirmation, or that is performed in excess of the work expressly laid down in the Agreement or the order confirmation. If and insofar as the additional work does not exceed the explicitly stipulated quantities and/or scope of the work, as referred to here, by more than 5%, Altrimex has the right to deliver or carry out this without the prior permission of the Client.
3.3 All offers, price estimates, quotations and other communications from Altrimex, by any name and in any way, are non-binding, unless expressly stated otherwise in writing.
3.4 Amendments and additions to an Agreement that has already been concluded, as well as verbal promises by and agreements with Altrimex employees, are only binding if they have been confirmed in writing by Altrimex by an authorised person.
3.5 The Client must treat the information in an offer and/or quotation confidentially and may not use it for its own use or use by third parties or disclose it to third parties.
3.6 All advice, offers, quotations and Agreements are issued by Altrimex with as much care as possible. However, Altrimex cannot guarantee that no deviations will occur if an advice, offer, quotation and/or Agreement is based on information provided by the Client. The Client must check the accuracy of advice, offers, quotations and/or Agreements and notify Altrimex of any inaccuracies, under penalty of forfeiture, in writing within 5 days of receipt of the advice, offer, quotation and/or Agreement.
Article 4: Cancellation, cancellation and transferability
4.1 The Client is not entitled to terminate or cancel the Agreement, unless Altrimex expressly agrees to this in writing. Upon Altrimex’s consent, the Client will owe Altrimex an immediately due and payable fee in the amount of a deposit already made, plus costs already incurred by Altrimex in the context of the execution of the Agreement. If the Parties have not agreed on a deposit or the Client has not yet made the deposit payable, for whatever reason, the compensation in connection with the cancellation will be at least 25% (excl. VAT) of the agreed price.
4.2 The Client is not free to transfer the Agreement to third parties, unless Altrimex has given written permission to do so.
Article 5: Confidentiality and competition
5.1 The client is obliged to maintain confidentiality towards third parties of all information originating from Altrimex (including offers, quotations, designs, images, drawings, ideas, knowledge, trade secrets, data, procedures, substances, samples, technical, financial, commercial, business information, and the like) of any nature and in any form whatsoever and will not use that information for any purpose other than the execution of the Agreement. The Client will take all necessary measures to ensure that its personnel or other (legal) persons engaged by it will also keep the said information confidential and will not use it for any purpose other than the execution of the Agreement.
5.2 The information referred to in paragraph 1 will not be published or reproduced by the Client.
5.3 The obligation of confidentiality does not apply:
a. If disclosure of such information is necessary for the performance of the Agreement;
b. Any legal provision obliges it to make it public;
c. The confidential information is already publicly made accessible by Altrimex at the time of disclosure (other than internet sources that have not been officially confirmed by Altrimex);
d. The confidential information was already known to and in the Client’s lawful possession and was at its free disposal prior to its publication by Altrimex;
e. The confidential information has been obtained by the Client in good faith and without a duty of confidentiality by a third party; or
f. If the confidential information has been developed and/or collected by the Client independently of Altrimex.
5.4 The Client must return or destroy the information referred to in paragraph 1 of this article upon first request, within a period set by Altrimex, at the discretion of Altrimex.
5.5 The Client is not permitted to enter into agreements, directly or through its affiliated companies, with third parties engaged by Altrimex in the context of the performance of the Agreement without the prior written consent of Altrimex.
5.6 In the event of a violation of one or more of the obligations included in this article, the Client will forfeit to Altrimex an immediately due and payable penalty of € 100,000.00 for each violation and € 10,000.00 for each day that the violation continues, without the need for any notice of default or the intervention of the court and without prejudice to the right of Altrimex to recover the damage suffered from the Client.
Article 6: Price
6.1 Unless expressly agreed otherwise, the prices quoted by Altrimex are in Euros and exclusive of sales tax, packaging costs, transport costs and insurance, import and export duties and other government charges related to the sale and delivery. Price increases as a result of exchange rate fluctuations and changes in the exchange rates between Dutch and other currencies, if any payment in connection with the delivery has to be made in currencies other than the Netherlands, will be borne by the Client.
6.2 If one or more of the cost price factors (including but not limited to the costs of raw materials, transport, energy or labour, or adjustment of the Product in connection with changes in the law) undergo an increase between the offer and the conclusion of the Agreement or after the date of the conclusion of the Agreement – even if this occurs as a result of foreseeable circumstances – Altrimex is entitled to immediately increase the agreed price accordingly.
6.3 The Agreement includes Altrimex’s authority to charge for additional work performed by it separately, at the rates applicable to Altrimex, as soon as it is aware of the amount to be charged for this. For the calculation of additional work, the provisions of paragraphs 1 and 2 of this article shall apply mutatis mutandis.
Article 7: Delivery time product and/or product
7.1 The delivery time included by Altrimex in its offer or quotation or the delivery time agreed between the Parties is always approximate and indicative, unless Altrimex expressly states in writing that there is a strict deadline or the Parties expressly agree on this strict deadline in writing.
7.2 The agreed delivery time starts at the last moment of the following times:
– the day on which the Agreement is concluded;
– the day of receipt by Altrimex of the documents, data, permits, technical details, etc., necessary for the execution of the contract;
– the day on which the formalities necessary for the commencement of the work are completed;
– the day of receipt by Altrimex of the amount to be paid in advance under the Agreement prior to commencement of the work.
7.3 The delivery time is based on the working conditions applicable at the time the Agreement is concluded, on timely delivery of the goods necessary for the fulfilment of the Agreement by Altrimex (including, but not limited to, materials and/or electronic components) and/or the availability of third parties engaged by Altrimex for the execution of the Agreement. If, through no fault of Altrimex, delay occurs due to a change in the said working conditions or because goods ordered for the execution of the Agreement and/or third parties engaged for the execution of the Agreement are not delivered or available on time, the delivery time will be extended to the extent necessary.
7.4 Without prejudice to the provisions for extension of the delivery time elsewhere in these terms and conditions, the delivery time shall be extended by the duration of the delay incurred by Altrimex due to the Client’s failure to comply with any obligation arising from the Agreement or to provide the cooperation required with regard to the execution of the Agreement.
7.5 In the event of an extension of the delivery time, the duration of the extension of the delivery time shall, unless otherwise proven by the Client, be presumed necessary and the result of a situation as referred to above in Articles 7.2, 7.3 and/or 7.4.
7.6 If the Agreement concerns an order on demand, the Client is obliged to accept the delivery no later than the day of the agreed call-off period and to pay the final instalment.
7.7 The Client shall be obliged to pay Altrimex all costs incurred by Altrimex or damage suffered by Altrimex as a result of a delay in the delivery time as referred to in this article.
Article 8: Delivery of Product(s)
8.1 A Product is deemed to have been delivered when Altrimex makes the Product available to the Client at its business location and has notified the Client that the Product is available to it. From that moment onward, the client shall bear the costs and risks of, among other things, the goods for storage, loading, transport and unloading. The Client and Altrimex may agree that Altrimex will arrange transport at the expense of the Client. In that case, the risk of, among other things, storage, loading, transport and unloading shall also be borne by the Client. Unless otherwise specified in the Agreement, Altrimex shall determine the means of transport as well as the method of packaging. Packaging will not be taken back by Altrimex. The Client shall be responsible for obtaining all permissions, exemptions, and/or permits required for the purpose of transport within the transport area. Any costs associated with such permissions, exemptions, and/or permits shall be at the Client’s expense and risk. The Client shall be liable for all damage resulting from the absence of permissions, exemptions and/or permits required for proper transport.
8.2 Altrimex is entitled to make partial deliveries, unless expressly agreed otherwise in writing and/or the nature of the Agreement precludes this. In the case of partial deliveries, each individual Product is considered to have been delivered on its own and Altrimex is entitled to invoice these partial deliveries.
8.3 Exceeding the delivery time by Altrimex does not constitute a shortcoming in the performance of the Agreement and does not entitle the Client to full or partial dissolution of the Agreement, to suspension of its obligations or to any compensation in any form whatsoever. The Client indemnifies Altrimex against any claims from third parties as a result of exceeding the delivery time.
8.4 Upon receipt of the Products, the Client is obliged to immediately check whether the nature and quantity of the Products corresponds with the content of the Agreement. The Client must notify Altrimex of any defects in writing within five (5) days of receipt of the Products at the latest, failing which any liability of Altrimex in this regard shall lapse.
8.5 Defects concerning part of the delivered Products do not entitle the Client to reject or refuse the entire delivery.
Article 9: Execution and delivery of Project(s) and Service(s)
9.1 In the event of a Project and/or Service, the Client is responsible towards Altrimex for the correct and timely execution of all arrangements, facilities and/or conditions that are necessary for the execution of the Project and/or the provision of the Service.
9.2 The Project to be carried out and/or the provision of the Service includes the activities as described in the Agreement between the Parties. Without prejudice to the provisions of paragraph 1, the Client shall in any case, insofar as the assembly, installation and/or service or maintenance work takes place at the Client’s (business) location, ensure, at its own expense and risk, that:
a. the employees of Altrimex and third parties engaged by Altrimex, as soon as they have arrived at the place of assembly/installation/maintenance, can immediately start and continue to perform their work during normal working hours and, moreover, if Altrimex deems it necessary, outside normal working hours, provided that it has notified the Client in a timely manner;
b. all facilities required by government regulations, the Agreement and the use are available for the employees of Altrimex and third parties engaged by Altrimex;
c. the access roads to the place of installation are suitable for the necessary transport;
d. the designated location of installation is suitable for storage and assembly/installation;
e. the necessary lockable storage places for materials, tools and other items are available;
f. the necessary and customary auxiliary persons, auxiliary tools, auxiliary and operating materials (fuels, oils and fats, cleaning and other small equipment, climbing equipment, gas, water, electricity, including steam, compressed air, heating, lighting, (updated) installation drawings, and the like) and the normal measuring and testing equipment for the Client’s business are available to Altrimex in the right place in a timely manner and free of charge;
g. all necessary safety and precautionary measures have been and are being maintained and that all measures have been taken and are being maintained to comply with applicable government regulations in the context of assembly/installation/maintenance;
h. Altrimex has the necessary permits, exemptions, decisions or permissions, for the set-up of the assembly/installation or its use, in a timely manner;
i. at the start of and during assembly/installation/maintenance, the Products sent are present in the right place.
9.3 Damages and costs that arise because the conditions set out in Articles 9.1 and 9.2 have not been met or have not been met on time, shall be borne by the Client.
9.4 Altrimex is free to engage third parties in the execution of the Agreement.
9.5 The Client bears the risk and is liable for (personal) damage to persons and damage to, and theft or loss of, goods of the Client, of Altrimex and of third parties engaged in the execution of the Agreement, which are located at or near the place where the work is carried out or at another agreed location. Without prejudice to the Client’s liability, the Client is obliged to take out adequate insurance against the risks referred to in this paragraph. The Client must ensure that any work-related risks associated with the equipment to be used are adequately insured. The Client must provide Altrimex with a copy of the relevant insurance policies and proof of payment of the premium upon first request. In the event of damage, the Client is obliged to report this immediately to its insurer for further processing and settlement.
9.6 A Project and/or Service shall be deemed delivered:
a. If the Client has approved the Project and/or the Service;
b. If Altrimex has informed the Client that the Project and/or the Service has been completed;
c. If the Client has actually put the Project or part thereof into use;
And in each case, at the moment the first of these three events occurs
Article 10: Execution of service agreement
10.1 The Service may consist of performing work within the scope of a service agreement. In that case, in addition to the provisions in Article 9 of these Terms, the following provisions apply.
10.2 The periodic service or maintenance work is carried out by appointment in accordance with a checklist that specifically applies to the Client’s machines, insofar as these machines are included in the service contract concluded between the Client and Altrimex.
10.3 The Client may make use of Altrimex’s telephone helpdesk during office hours (Monday to Friday from 08:30 to 17:30) for questions relating to goods listed in the service agreement. Altrimex provides this service on a best-efforts basis and is therefore not bound by an obligation to achieve a specific result, nor required to answer questions or resolve malfunctions immediately.
10.4 The following costs are expressly not included in the service agreement:
a. repair of the malfunctions present during maintenance and the materials used;
b. installation of normal consumables, which are easily replaceable by the client;
c. Rectification of any malfunctions occurring in the interim;
d. carrying out (partial) overhaul work;
e. travel and accommodation costs;
f. changes requested by the Client, connections for and of auxiliary equipment, relocations, and all other modifications to the installation;
g. Carrying out work resulting from government measures, which came into force after the date of delivery of the Product.
10.5 In addition, the costs of repairing defects and deviations from the installation are not included, insofar as these are the result of:
a. natural wear and tear, improper or incorrect use, negligence or carelessness, incorrect or rough handling, intent or destruction, overloading, repair work carried out by persons other than experts appointed by Altrimex;
b. thunderstorms or flooding, lightning, discharge or induction, storm damage, freezing rain or frost, snowfall, fire, explosion, collapse, war, theft or loss, noxious fumes, corrosion, contamination by sand or dust;
c. Failure of the electrical supply, incorrect mains voltage, defects in cabling, influences from equipment not belonging to the system.
Article 11: Approval and acceptance tests
11.1 The Client shall approve a Project and/or Service within no later than 14 (fourteen) days after its completion. Altrimex will inform the Client when the Project and/or the Service has been completed. If the period of 14 days has passed without written and specified notice of well-founded complaints, the Project and/or the Service shall be deemed accepted and approved.
11.2 If the Service consists of carrying out service or maintenance work, approval shall, in deviation from article 10.1, take place immediately after the work has been completed. If there are any complaints, the Client must report this to Altrimex immediately after completion of the work, failing which the Service will be deemed accepted. If desired, Altrimex will carry out a test in the presence of the Client after completion of the work.
11.3 If acceptance tests have been agreed upon, the Client shall, after the delivery as referred to in Article 8 or, in the case of a Project and/or Service, after the delivery as referred to in Article 9, give Altrimex the opportunity to carry out the necessary preparatory tests and make any improvements and changes that Altrimex deems necessary. The acceptance tests shall be carried out without undue delay, but no later than fourteen (14) days after Altrimex’s request to do so, in the presence of the Client. If the acceptance tests have been carried out without specified and well-founded complaints, or if the Client fails to promptly fulfill the aforementioned obligations, the Product, Project, and/or Service shall be deemed accepted.
11.4 For the acceptance tests and related testing, the Client shall provide the necessary facilities, such as those referred to in Article 9 paragraph 2 sub f and packaging materials, labels, representative samples of any materials to be processed or handled, etc., in sufficient quantity, on time, and free of charge at the correct location for Altrimex. This is to ensure that the usage conditions anticipated by both Parties for the Product and/or Project can be simulated as closely as possible. If the Client fails to meet these obligations, the final sentence of paragraph 3 shall apply.
11.5 In the case of minor shortcomings, particularly those that do not or hardly affect the intended use of the Product and/or Project, the Product and/or Project shall be deemed accepted regardless of these shortcomings. Altrimex shall remedy the shortcomings as soon as possible.
11.6 Without prejudice to Altrimex’s warranty obligations, acceptance in accordance with the preceding paragraphs shall exclude any claim by the Client regarding a shortcoming in Altrimex’s performance.
Article 12: Certification
12.1 The Products and/or Projects supplied by Altrimex are not certified by default (ATEX).
Certification can be requested at the Client’s expense. The risk associated with certification lies entirely with the Client.
Article 13: Transfer of risk and ownership
13.1 Immediately after the Product, the Project and/or the Service has been delivered as defined in Article 8 and/or Article 9, the Client shall bear the risk for all direct and indirect damage that may occur to or be caused by the Product and/or Project, except insofar as the damage is due to intent or deliberate recklessness by Altrimex. If the Client remains in default with the acceptance of the Product and/or the Project after notice of default, Altrimex is entitled to charge the resulting costs to the Client.
13.2 Without prejudice to the provisions in the previous paragraph and in Articles 8 and 9, the ownership of all Products and/or Projects of Altrimex shall only be transferred to the Client once all amounts owed by the 1Client to Altrimex, on any grounds whatsoever, including interest and costs, have been fully paid to Altrimex.
13.3 As long as a retention of title applies to the Products and/or Projects, the Client is not entitled to sell, transfer ownership and/or otherwise make available and/or encumber the Products and/or Projects to third parties other than in the normal course of business.
13.4 The Client is obliged to keep all Products and/or Projects delivered under retention of title with due care, separately from other items, and as recognizable property of Altrimex. The Client must also properly insure and keep them insured, for as long as the claims (as referred to in paragraph 2) have not been paid. The Client must provide Altrimex with proof of insurance and proof of payment of the premium upon first request. All claims of the Client against its insurers in connection with damage to the Products and/or Projects delivered under retention of title shall, upon first request, be pledged silently to Altrimex by the Client.
13.5 If the Client fails to comply with any obligation under the Agreement and/or these Terms and Conditions or if there is a well-founded concern that the Client will not fulfill its obligation(s), Altrimex is entitled, without the need for notice of default, to immediately reclaim the delivered Products, semi-finished products and/or Projects, wherever they may be located. The Client shall fully cooperate with Altrimex to enable it to exercise its retention of title by retrieving the Product and/or Project, including any necessary disassembly.. The costs of this shall be borne by the Client.
Article 14: Intellectual property
14.1 The intellectual and industrial property rights relating to Products, Projects, and items that Altrimex develops or uses in the context of executing the Agreement, as well as data and (technical) information, shall, insofar as applicable, remain with Altrimex, unless otherwise expressly agreed in writing. Altrimex has the exclusive right to disclose, realize, and reproduce these items, data, and (technical) information, and the Client solely has the right to use them.
14.2 The offer made by Altrimex, as well as the designs, drawings, calculations, descriptions, models, and similar items created or provided by Altrimex, shall remain its property, even if costs have been charged for them, unless otherwise expressly agreed in writing. The intellectual property rights to the information contained therein or underlying the manufacturing and construction methods, Products, and similar items shall remain exclusively reserved to Altrimex, even if costs have been charged for them, unless otherwise expressly agreed in writing.
14.3 The Client’s right of use is non-transferable. The Client is prohibited from making the goods, data, and information referred to in paragraphs 1 and 2 available to third parties in any way, allowing third parties to use them, reproducing them, or making copies. The (technical) information generated during development will not be made available to the Client, unless otherwise expressly agreed in writing. The Client guarantees that the items and information referred to in paragraphs 1 and 2 will not be copied, shown to third parties, disclosed, or used for any purpose other than the execution of the Agreement, unless with Altrimex’s written permission.
14.4 If it has been agreed that the intellectual or industrial property rights relating to (parts of) the Project and/or Product will belong to the Client, Altrimex shall be entitled to act (in court) as the agent/authorised representative of the Client against any infringements.
14.5 The Client will immediately warn Altrimex if third parties infringe or threaten to infringe Altrimex’s intellectual or industrial property rights or if third parties believe that Altrimex’s property infringes on the intellectual or industrial property rights of those third parties.
14.6 Client must ensure that the Products and/or Projects delivered by Altrimex do not infringe any intellectual or industrial property right belonging to another person in the country of destination. The Client is not entitled to costs and/or compensation if it is sued by third parties in this regard. The Client is obliged to indemnify Altrimex against claims from third parties in this respect.
14.7 In the event of a breach by the Client of the obligations included in this article, the Client will forfeit an immediately due and payable penalty amounting to € 100,000.00, without prejudice to Altrimex’s right to claim damages.
Article 15: Payment
15.1 Unless otherwise agreed, payment of delivered Products and/or Projects and/or Services must be made net, without any discount or set-off, by payment to the bank account designated by Altrimex no later than the term stated on the invoice. If no term is stated on the invoice, payment must be made within 30 days of the invoice date. Altrimex has the right to demand full or partial advance payment and/or otherwise obtain or request security for payment.
15.2 Payment for additional work must take place no later than fourteen (14) days after this has been invoiced to the Client.
15.3 In the absence of (full) payment within the payment term, the Client shall be in default by operation of law and the Client shall owe interest. The interest rate is 12% per annum, but is equal to the statutory (commercial) interest rate if that is higher than 12% per annum. In the interest calculation, part of the month is seen as a full month. As soon as the Client is in default by operation of law, judicial and extrajudicial costs shall also be due automatically in accordance with the rate of the Dutch Bar Association, with a minimum amount of € 250.00, without prejudice to the right to full compensation for damages.
15.4 If Altrimex is fully or partially successful in legal proceedings, all costs incurred in connection with these proceedings will be borne by the Client.
15.5 Failure by the Client to comply with its payment obligations, or failure to do so in full or on time, entitles Altrimex to suspend (further) compliance with the Agreement until the Client has fulfilled this obligation. Altrimex has the right, at its option, to terminate the Agreement, without prejudice to the right to compensation in connection with the subsequent or non-performance of the Agreement.
15.6 All payments must be made without any deduction or set-off, in the manner determined by Altrimex.
15.7 Payments made by the Client are first used to pay all interest and costs due and then to pay due invoices that have been outstanding the longest, even if the Client states that payment relates to a later invoice.
15.8 The Client must report complaints about invoices to Altrimex in writing within seven (7) days of the invoice date. In the absence of a timely complaint, all rights of the Client shall lapse and the complaint shall not be considered for handling and the invoice amount will remain due in full.
Article 16: Warranty
16.1 The Products and/or Projects delivered by Altrimex are deemed to comply with the Agreement if they have the agreed specifications, notwithstanding minor deviations and differences that do not materially affect the normal use of the Products and/or Projects. Except in the case of quality standards agreed in writing and agreements to the contrary, the delivered Products and/or Projects must only meet the requirements of EU product legislation as applied in the Netherlands, also in the event that Products, Projects and/or Services are delivered to Clients located outside the EU.
16.2 Insofar as there are imperceptible defects in the delivered Product and/or Project (not being a Service), which the Client proves to have occurred within the first two thousand (2,000) operating hours after delivery pursuant to in Article 8 and Article 9, but no later than twelve (12) months after delivery in accordance with Article 8 and Article 9, and which are exclusively or predominantly a direct result of an incorrectness in the construction used by Altrimex or as a result of poor workmanship or use of inferior materials, Altrimex guarantees the soundness of the Product and/or Project (excluding Services) it has delivered and the quality of the materials used and/or supplied for it, as further detailed in this Article 16. No other warranties, whether implicit or explicit, regarding Products and/or Projects are provided by Altrimex.
16.3 If a defect in a delivered Product is covered by the warranty referred to in paragraph 2, Altrimex shall remedy the defect by repairing or replacing the defective part and/or Product, whether or not at Altrimex’s premises or by sending a replacement part, at Altrimex’s sole discretion. Altrimex shall only bear the costs of any replacement (parts of) Products. All other costs incurred in the context of the warranty, such as but not limited to, costs of transport, costs for the use of man-hours, travel and accommodation costs, etc., shall be borne by the Client.
16.4 If a defect in a Project is covered by the warranty referred to in paragraph 2, Altrimex shall remedy the defect by repairing or replacing the defective part, whether or not at the location where Altrimex previously carried out the Project or by sending a replacement part, at Altrimex’s sole discretion. If and insofar as Altrimex repairs or replaces the Project on site, the provisions of Articles 9.1 to 9.5 shall apply mutatis mutandis. Altrimex shall only bear the costs of any replacement (parts of) Products. All other costs incurred in the context of the warranty, such as but not limited to, costs of transport, costs for the use of man-hours, travel and accommodation costs, etc., shall be borne by the Client.
16.5 No new warranty period shall commence for repaired or replaced parts. The warranty for these parts shall therefore expire upon the end of the period referred to in paragraph 2 of this article.
16.6 If the Client has the maintenance or service activities of the Products and/or Projects carried out by a third party, the warranty obligation as referred to in paragraph 2 of this article shall immediately lapse.
16.7 Unless otherwise agreed, no warranty shall be provided on the work and Services performed by Altrimex.
16.8 No warranty is given for information provided, inspections carried out and/or advice rendered by Altrimex.
16.9 The warranty does not cover any defects that occur in or are wholly or partly the result of:
a. failure to comply with operating and maintenance instructions or other than the planned normal use;
b. normal wear and tear;
c. assembly/installation or repair by the Client or by third parties;
d. stress tests, abuse, negligence, improper storage, improper transportation;
e. the failure to apply, or the incorrect application of, any government regulation regarding the nature or quality of the materials used;
f. materials or items used in consultation with the Client;
g. materials or items that have been provided to Altrimex by the Client for processing;
h. materials, items, working methods and constructions insofar as applied upon the express instruction of the Client, as well as materials and goods supplied by or on behalf of the Client;
i. parts purchased by Altrimex from third parties, insofar as the third party has not provided a warranty to Altrimex or the warranty provided by the third party has expired.
16.10 Altrimex bears no responsibility for the suitability of the Products delivered by the Client for any purpose other than that for which the Client has produced the Products, unless explicit written advice has been given by Altrimex on request.
16.11 If the Client fails to fulfill, fails to properly fulfill, or fails to timely fulfill any obligation arising from the Agreement concluded with Altrimex or from any related agreement, Altrimex shall not be bound by any warranty, of any kind, under any of these agreements. If the Client proceeds with or causes the dismantling, repair, or other work related to the Product and/or Project without prior written approval from Altrimex, any claim under warranty shall immediately lapse.
16.12 Complaints regarding defects must be submitted in writing within five (5) working days after their discovery, and in no case later than five (5) working days after the expiration of the warranty period. If these deadlines are exceeded, any claim against Altrimex for such defects shall lapse. Legal actions must be brought within six (6) months of the timely complaint, failing which they will be forfeited.
16.13 If Altrimex replaces parts and/or Products in order to comply with its warranty obligations, the replaced parts and/or Products shall become the property of Altrimex.
16.14 The alleged failure by Altrimex to fulfill its warranty obligations does not release the Client from any obligations arising from an agreement concluded with Altrimex.
Article 17: Liability
17.1 Altrimex shall not be liable to the Client for any consequential, indirect, or punitive damages under any circumstances, (including but not limited to loss of goodwill, missed opportunities and/or savings, loss of turnover and/or profit, stagnation damage, loss of data) arising from an agreement with the Client and which are caused to a person or property by any cause whatsoever, unless there is intent or deliberate recklessness on the part of Altrimex or product liability within the meaning of Article 6:185 of the Dutch Civil Code.
17.2 Altrimex’s liability towards the Client for direct damage arising from an agreement with the Client is limited to the amount for which Altrimex receives a damage payment from its liability insurer in respect of that damage. The foregoing does not apply in the event of intent or deliberate recklessness on the part of Altrimex or product liability within the meaning of Article 6:185 of the Dutch Civil Code. If, for whatever reason, no payment shall be made by the insurer, Altrimex’s liability shall be limited to a maximum of the amount of the amounts invoiced for the Agreement and paid by the Client, with a maximum of € 25,000,– per event or series of related events.
17.3 Altrimex shall never be liable to the Client for any damage, whether direct or indirect, resulting from oral or written advice or information provided, except to the extent that Altrimex expressly acknowledges liability under these Terms and Conditions or if such damage is the result of intent or deliberate recklessness on the part of Altrimex.
17.4 If the Client has insured any risk, the Client is obliged to claim any damage under that insurance and to indemnify Altrimex against recovery claims from the insurer.
17.5 The Client shall indemnify and hold Altrimex harmless against all claims from third parties for compensation of damages and/or penalties.
17.6 Any damage related to a delivery and/or service under an agreement to which these terms and conditions apply must be reported to Altrimex in writing within fourteen (14) days after its discovery by the Client, failing which the claim shall lapse. If a damage claim is not legally pursued within six (6) months after its occurrence, it shall be entirely forfeited.
Article 18: Force majeure
18.1 A failure to fulfill its obligations cannot be attributed to Altrimex if such failure is the result of force majeure.
18.2 In these general terms and conditions, force majeure is understood to mean: a circumstance originating beyond the reasonable control of Altrimex, which shall in any case include: power outages, telecommunications disruptions, cybercrime, strikes, workplace occupation, business disruption or interruption of any kind, staff shortages, blockades, riots, war or similar situations, explosions, fire, leakage of hazardous gases or other substances, natural disasters, transport difficulties, export, import or transit restrictions and/or bans, pandemics, other government measures in the Netherlands or abroad, unforeseen problems in production or transport by Altrimex, as well as any circumstance not solely dependent on the will of Altrimex, such as the failure or delay in delivery of goods or services by third parties engaged by Altrimex.
18.3 In the event of force majeure, Altrimex shall be entitled to terminate the Agreement, in whole or in part, with immediate effect by means of a written declaration, insofar as the Agreement cannot be executed.
18.4 If, at the onset of the force majeure situation, Altrimex has already partially fulfilled its obligations or can only partially fulfill its obligations, it shall be entitled to invoice the part already delivered or deliverable separately, and the Client shall be obliged to pay this invoice as if it concerned a separate contract. Furthermore, Altrimex may demand payment for raw materials, materials, components, and other items purchased, reserved, processed, or manufactured by it for the execution of the Agreement, based on the reasonable value attributed to them. In the event of termination under this article, the Client shall be obliged, after payment of the amount due as mentioned in the previous sentence, to take possession of the items included therein. Failing this, Altrimex shall be entitled to store such items at the Client’s expense and risk, or to sell or destroy them at the Client’s expense.
18.5 The Client shall not be entitled to compensation for any damages suffered or to be suffered as a result of force majeure, suspension, or termination as referred to in this article.
Article 19: Suspension and dissolution
19.1 If there is reasonable cause to fear that the Client is not able or willing to fulfill its contractual obligations towards Altrimex, Altrimex shall be entitled to request appropriate security regarding all (whether or not due and payable) contractual obligations of the Client and to suspend the execution of the Agreement while awaiting such security. If the Client fails to provide such security within a reasonable period set by Altrimex, Altrimex shall be entitled to terminate the Agreement in whole or in part.
19.2 In the event of (application for) bankruptcy, (request for) suspension of payments, the filing of a commencement declaration in the context of the WHOA, shutdown, (intended) liquidation or full or partial (intended) transfer of the Client’s business, Altrimex has the choice to require replacement security as referred to in paragraph 1 of this article or to dissolve the Agreement with immediate effect.
19.3 If the Client does not comply with any obligation arising for it from the Agreement concluded with Altrimex or from a related agreement, or does not do so in a timely manner or properly, Altrimex is equally entitled to suspend the execution of the Agreement and/or to dissolve the Agreement.
19.4 In the event of suspension pursuant paragraph 1 or 2, Altrimex is entitled to store, at the expense and risk of the Client, the raw materials, materials, components, and other items purchased, reserved, processed, or manufactured by Altrimex for the execution of the Agreement. In the event of termination under paragraph 1 or 2, the preceding sentence shall apply mutatis mutandis, with the understanding that Altrimex may, instead of storing, choose to demand payment for the raw materials, materials, components, and other items purchased, reserved, processed, or manufactured by Altrimex for the execution of the Agreement, based on the value that can reasonably be attributed to them. In the event of termination under this article, the Client is obliged, after payment of the amount owed pursuant to the previous sentence, to take possession of the items included therein, failing which Altrimex is entitled to store these items at the expense and risk of the Client or to sell or destroy them at the Client’s expense.
19.5 In the event of suspension or dissolution pursuant to paragraph 1, paragraph 2 or paragraph 3, Altrimex is immediately entitled to full payment of the agreed price, without prejudice to Altrimex’s right to claim full compensation for damages, while Altrimex itself shall not be obliged to pay any compensation.
19.6 The rights and/or powers mentioned in this article for Altrimex apply without prejudice to other rights under the law, the Agreement, and these terms and conditions, and without Altrimex being obliged to pay any form of compensation in this regard.
Article 20: Compliance
20.1 The Client declares and guarantees that it complies with all applicable national and international laws and regulations, standards and norms, guidelines and codes related to the Agreement, including legislation concerning international trade, embargoes, import or export restrictions and sanctions lists, as well as laws and regulations aimed at combating and preventing child labor, corruption, slavery, poor working conditions, and terrorism.
20.2 Altrimex does not supply the Client with dual-use products within the meaning of European Regulations 2009/428/EU and 2019/2199/EU (Dual Use Products), insofar as these are intended for export from and/or transit through the European Union. The Client declares and guarantees that it does not purchase dual-use products or components thereof from Altrimex, insofar they are intended for export, transfer, trade, or transit outside the European Union.
Article 21: Choice of law and forum
21.1 All quotations, advice and agreements to which these terms and conditions apply are exclusively governed by Dutch law.
21.2 The United Nations Convention on the International Sale of Goods (CISG) does not apply, nor does any other international regulation whose exclusion is permitted except for the ICC Incoterms referred to in clause 2.6 of these Terms.
21.3 All disputes arising from a quotation, advice, or agreement to which these terms and conditions apply in whole or in part, or from subsequent agreements resulting therefrom, shall be submitted exclusively to the Dutch court with jurisdiction in the district where Altrimex is established. Altrimex may deviate from this jurisdiction clause and apply the statutory rules of jurisdiction.
21.4 The Client is obliged to choose domicile in the Netherlands with regard to all quotations, advice and agreements to which these terms and conditions apply, insofar as the Client is not already established in the Netherlands.