General terms and conditions of Staad
July 2021 version
1.1 In these Terms and Conditions:
Staad: Staad Groep BV and all affiliated companies and companies;
Counterparty: Staad's counterparty;
Parties: the parties to the agreement to be concluded;
Conditions: the present General Delivery Conditions.
1.2 These Terms and Conditions apply to all offers and agreements – as well as to the phase preceding them – that Staad makes or concludes with the Other Party. They also apply to any additional or follow-up agreements. Furthermore, they apply to all forms of services provided by (an employee of) Staad to (an employee of) the Other Party which are (to some extent) related to the agreements referred to above in the first sentence (such as, for example, but not limited to the free provision of technical advice).
1.3 These Terms and Conditions apply exclusively in the sense that specific stipulations and general terms and conditions on the part of the Other Party do not apply, except if and insofar as they have been expressly accepted in writing by Staad. A deviating stipulation (condition) only applies if the deviation has been agreed in writing.
1.4 If a "Warranty Statement for Used Machines or Trucks" is issued for the purchase/sale or exchange of a used machine and/or truck, the conditions of that warranty statement also apply.
1.5 In the event of a conflict between the various conditions, the following order of priority applies: 1. the agreement; 2. the conditions of the 'Warranty statement used machines or trucks'; 3. these Terms.
2.1 Unless expressly stated otherwise, all offers made by Staad, in whatever form, are without obligation in the sense that even after acceptance by the Other Party of an offer from Staad, Staad is authorized to revoke the offer within three full calendar weeks after acceptance.
2.2 Unless expressly stated otherwise, statements and specifications with regard to dimensions, weights, capacities, performances or results in images, drawings, catalogues, price lists, advertising material, etc. are only approximations that do not bind Staad. The Other Party cannot derive any rights from such approaches.
2.3 All offers from Staad are based on the information provided by the Other Party with the application. The other party is responsible for a correct and complete application. Staad is not liable for (the consequences of) any incorrect or incomplete information in that application.
2.4 Unless otherwise agreed, offers remain valid for a maximum of 1 month after the date of the offer.
3.1 Daily maintenance
3.1.1 In the case of rental, the offers are always exclusive of daily maintenance (as described in the operating and maintenance manual which can be found in the cabin of the object) and exclusive of damage risk insurance.
3.1.2 Deviations from offers made are only binding on Staad if they have been approved in writing by Staad.
3.1.3 The daily and weekly rental prices are based on use of 8 hours per day or 40 hours per week.
3.2. Rental period
3.2.1 Rental agreements are entered into for a period of at least one full day.
3.2.2 When determining the rental period, all days, including Saturdays, Sundays, public holidays and other days off, are included and a part of a day counts as a full day.
3.2.3 The Other Party must return the object to Staad at the latest on the day and time that the rental agreement ends, unless there is automatic renewal (see point 3.9.1) under equivalent conditions.
3.2.4 The rental period ends after Staad has taken possession of the object, after inspection and approval. Signing off the rented object unattended and leaving it at work or in or near Staad is not accepted as the end of the rental period.
3.3. Availability (delivery), collection and delivery time
3.3.1 In principle, the making available and collection of the object at the address specified by the Other Party within the Netherlands will be at the expense of the Other Party. Project relocations of objects must be reported in writing in good time and must be approved in writing in advance by Staad. Any additional costs as a result of this are at the expense of the Other Party.
3.3.2 The stated time of provision is only approximate. Staad is not liable for exceeding the specified time.
3.3.3 The object must be checked by the Other Party immediately upon receipt. Complaints must be reported immediately in writing to Staad on the day of delivery. After commissioning, no further advertisements will be accepted unless as a malfunction.
3.3.4 If a delivery is postponed at the request of the Other Party, Staad is entitled to calculate the agreed rent from the time of the originally agreed delivery, or to dissolve the agreement.
If the objects are returned by dispatch from Staad or from third parties, they will be checked by Staad upon their return to the location. The taking of the objects by our expedition or those of third parties is not to be regarded as such a check. If damage, loss, non-cleaning or incorrect packaging, etc. is established, Staad will inform the Other Party within 10 working days. After notification, Staad can immediately proceed with replacement or repair and charge the costs thereof to the Other Party. The other party is obliged to reimburse these costs to Staad.
3.4.1 If Staad has made the object available including insurance against damage, destruction and loss, the following applies, without prejudice to the provisions elsewhere in these Conditions:
a. The other party must take care of the object as a 'good family man';
b. The other party must immediately report damage, destruction or loss of the object to Staad in writing;
c. The other party remains obliged to compensate Staad for the damage suffered by Staad as a result of damage, destruction and/or loss of the Object, for example if and insofar as the insurance taken out by Staad does not provide cover, if an 'excess' is owed or because the damage, destruction and/or loss of the object was caused by gross negligence on the part of the Other Party, because the Other Party did not report the damage, destruction or loss to Staad in time, or because the insured sum is not sufficient to cover the damage as resulting from damage or loss of the Object.
3.5. Other provisions
3.5.1 If damage/malfunction to the object has arisen through no fault of the Other Party, it is entitled to replacement by an equivalent object during the further term of the agreement. Indirect damage, such as expenses or damage due to work stagnation due to the failure of the objects, cannot be recovered from Staad.
3.5.2 Staad is not liable for underground damage.
3.5.3 Staad does not accept any liability for external calamities, for example, but not limited to, water damage as a result of leakage of an object.
3.6. Obligations of the Other Party
3.6.1 The Other Party must return the object/have it delivered in the same condition in which the Other Party received it, that is to say, maintained, except for normal wear and tear, cleaned, etc.
3.6.2 a. If a deposit has been agreed, the deposit must be received by Staad before the object is made available to the Other Party.
b. After receipt of the object, this deposit will be refunded to the Other Party within 3 weeks, after deduction of any rent owed to Staad and/or compensation and/or costs, all at the discretion of Staad.
c. Staad will not pay any interest on the amount of the deposit.
3.6.3 a. The Other Party is obliged to use the object in accordance with its intended use and to take care of it with due care, with due observance of any prescribed operating instructions provided to the Other Party.
b. The other party is responsible for using the correct fuel and lubricants and for maintaining the oil level of the object during the entire rental period.
c. The Other Party is not permitted to make changes to the object or to carry out repairs itself, except on the basis of explicit written permission given by Staad and subject to the provisions under 3.1.1. said actions.
d. The other party is obliged to report any damage and/or defect to the object immediately in writing to Staad.
e. The use of the object is only permitted to employees of the Other Party, unless otherwise approved in writing by Staad in advance.
3.6.4 If a permit or driver's license is required for the use of the object, the Other Party will ensure that the permit or driver's license is obtained in time, unless expressly agreed otherwise with Staad.
3.6.5 The Other Party may not take the object outside the Netherlands without the prior written consent of Staad.
3.6.6 The Other Party is not permitted to alienate the object or to establish any limited right to it. Furthermore, the Other Party is not permitted to give or otherwise transfer the object under any title whatsoever to a third party, or to transfer its rights under this Agreement to a third party, without Staad's prior written consent.
3.6.7 The Other Party authorizes its employee(s) to take receipt of the object and to sign a delivery slip/delivery form on its behalf.
3.7. Ownership and Inspection
3.7.1 Staad retains unconditional ownership of the object at all times and Staad may check the object at any time or have it checked by the Other Party. The other party undertakes already now for then to always lend its full cooperation in this regard.
3.7.2 Third-party clause owner/pledgee:
a. The other party declares that it is aware and, insofar as necessary, agrees that the ownership of the object can (become) vested in a third party or that the object can be (or be) pledged to a third party, as security for the payment of all that this third party has or may have to claim from Staad.
b. Notwithstanding the existence of a rental agreement, the Other Party will hand over the object to the third party referred to under 3.7.2 sub a on first request, without the Other Party invoking any right of retention, if and as soon as the third party claims surrender of the object as owner or pledgee. on the grounds of non-compliance with Staad's obligations towards the third party. As a result of this claim, the present rental agreement will be terminated by operation of law with immediate effect, without Staad owing any compensation to the Other Party. Delivery as aforesaid must be made at the office of the third party or at a location designated by that third party.
c. If the situation referred to in Article 3.7.2 sub b arises and the third party would like to continue to use the object by the Other Party, the Other Party is obliged to conclude a rental agreement with the third party at the third party's first request for the remaining term of the rental agreement. and under similar conditions.
d. The parties completely exclude the applicability of Articles 7:226 and 7:227 of the Dutch Civil Code.
e. The 'third-party clause' included in paragraphs a to d above cannot be revoked by either the Other Party or Staad.
3.8. Loss of equipment
3.8.1 If the object is lost or out of control of the Other Party during the term of the agreement, for whatever reason, the Other Party must immediately inform Staad of this and is obliged to damage damage within 8 days. that Staad suffers as a result, so that State can immediately purchase an equivalent object. The Other Party also owes compensation for loss of rent on the part of Staad. In the event of a criminal offense, the Other Party undertakes to immediately report the matter to the competent authorities, submitting a copy of the report to Staad.
3.9. Termination, cancellation and replacement
3.9.1 A rental agreement can be terminated on a daily basis after the end of the initial rental period as agreed upon by the return and acceptance of the object by Staad. The tenant must notify Staad of the aforementioned termination in writing at least one working day prior to the termination.
3.9.2 If it has been agreed that the object will be collected by Staad, Staad has the right to charge an extra day's rent after cancellation.
3.9.3 Staad always has the right to replace the object with equivalent material, without this giving the Other Party any right to compensation.
3.10.1 If Staad accepts an early termination, Staad will charge the sum of the outstanding installments not yet due, less a 20% refund.
4. Delivery; purchase obligation; time and place of delivery; transfer of risk and ownership
4.1 Staad is authorized to make partial deliveries.
4.2 The term for delivery or execution starts with the conclusion of the agreement or, if payment to Staad of an amount has been agreed before or at the start of the execution of the agreement, when full payment of this amount has been made. receive.
4.3 If Staad is partly dependent on the cooperation of the Other Party for the execution of the agreement and the Other Party fails in that cooperation for whatever reason, the term for implementation will be extended by as much time as Staad reasonably needs to compensate for the shortcomings of the Other Party. to undo the delay caused. The same applies if delays in implementation arise as a result of requests from or on behalf of the Other Party or a government agency to change, adjust or supplement what has been agreed. In addition, the additional costs incurred by Staad in connection with a delay as referred to above will be borne by the Other Party. Staad will only be in default due to the term being exceeded if the Other Party sets a reasonable further term in writing after the expiry of the agreed term — (which term, however, may not be shorter than fourteen calendar days calculated from the day of receipt of the notice) — and Staad also within that further term does not meet its delivery obligation for reasons attributable to it.
4.4 Unless expressly agreed otherwise, delivery will take place from Staad's location and 'ex works' ('ex works'). The Other Party guarantees that the person who signs the delivery note on behalf of the Other Party is also authorized to do so.
4.5 The risk for an item to be delivered by Staad is permanently transferred to the Other Party at the agreed time of delivery. If the Other Party does not take delivery at the time of delivery agreed between Staad and the Other Party for reasons not attributable to Staad, the risk will transfer permanently to the Other Party at that time. All costs related to storage and transport, which Staad must incur from the time of delivery referred to in the previous sentence, shall be borne entirely by the Other Party.
4.6 The ownership of items and goods delivered by Staad remains with Staad until Staad has received full payment from the Other Party of all that which the Other Party owes Staad for whatever reason (retention of title).
The other party may only use items and goods that are still subject to retention of title within the framework of its normal business activities. However, he may not alienate, rent out or encumber these items with securities or other limited rights in rem. If the Other Party fails to fulfill any payment obligation, Staad is authorized to take possession of goods that are still subject to retention of title without the cooperation of the Other Party. Staad is not obliged to compensate the Other Party for the damage it suffers in connection with the repossession. The costs of taking back and, if necessary, cashing in on the goods will be borne entirely by the Other Party. What Staad still has to claim from the Other Party will be reduced by the economic value of the repossessed goods for Staad. However, Staad is never required to maintain a value that is higher than the price agreed with the Other Party for those goods.
5.1 With regard to the machines and installations to be delivered, Staad Other Party will provide information about the machines and installations in the Dutch language in the form of a manual or instruction book.
6. Drawings, software, etc
6.1 All drawings, images, catalogues, software (software) and other data, insofar as not being a manual or instruction book as referred to in Article 5, which Staad provides to the Other Party, will remain with Staad and must be returned to Staad at the first request of Staad. be returned. Without prior written permission, said data may not be copied or made available to third parties.
7. Price; price adjustment
7.1 All amounts stated in Staad's offers, agreements, order confirmations and brochures are in euros, exclusive of turnover tax and levies imposed by the government, and in the event that Staad arranges for the transport of goods, also excluding in any case the costs related to packaging, packaging, transport and insurance. Staad may charge the Other Party in full for the items referred to in the previous sentence.
7.2 If a price in a currency other than the Euro has been agreed between Staad and the Other Party and the value of that other currency decreases in relation to the Euro after the moment of Staad's last (price) offer, Staad is entitled to adjust the price. for as much as is necessary to compensate for the decrease in value that has occurred until the moment of full payment.
7.3 Amounts stated in Staad's offers, quotations, order confirmations, brochures et cetera are based on the most recently known cost components. Staad is entitled to pass on to the Other Party changes in taxes, levies, wages, social security charges, exchange rates, material, raw material and energy prices or other circumstances that entail an increase in the costs for Staad.
7.4 Prices are subject to typing errors. No liability is accepted for the consequences of typing errors.
8. Payment and fulfillment by the Other Party
8.1 Insofar as not expressly agreed otherwise, the agreed price must be paid in full, without any discount and settlement, within 14 days of the invoice date stated on the relevant invoice by transfer to the bank account specified by Staad. Staad is also entitled to send invoices for partial deliveries.
8.2 Unless Staad has agreed to postponement of payment in writing in advance, the Other Party is not entitled to suspend payment of the price, including but not limited to the reason that the goods delivered or performed by Staad are in its opinion faulty.
8.3 If the Other Party does not fulfill its obligations or does not fulfill its obligations in time, Staad is entitled, without prejudice to its other rights under the law or agreement and without any notice of default being required:
a. suspension of the execution of the agreement in respect of which the Other Party is in default, as well as any other agreements with the Other Party;
b. compensation for all direct and indirect damage suffered by Staad as a result of non-compliance by the Other Party. Insofar as the non-compliance consists of failure to pay or late payment, said compensation will in any case consist of the (cumulative) statutory commercial interest (as referred to in Article 6:119a of the Dutch Civil Code and 6:120 paragraph 2 of the Dutch Civil Code). . The interest is owed from the moment that the Other Party is in default with payment until the moment that the Other Party has fully paid what it owes to Staad;
c. reimbursement of all judicial and extrajudicial costs, the latter costs being deemed to consist of at least 15% of what the Other Party has not paid on time.
8.4 If Staad has reason to doubt the fulfillment by the Other Party of its obligations - whereby the following circumstances on the part of the Other Party in any case constitute sufficient reason for doubt: repeated negligence in payment, attachment at the expense of the Other Party, suspension of payment, bankruptcy, the initiation of WHOA proceedings and/or application for debt restructuring (WSNP) of the Other Party, shutdown, sale of a substantial part of the shares in the Other Party, liquidation of the Other Party, sale of a substantial part of the Other Party's assets, a change of control in the Other Party, or a complete or partial cessation of the Other Party's business, all that which the Other Party owes to Staad becomes immediately due and payable and Staad is authorized to suspend fulfillment of its obligations until fulfillment by the Other Party, including full payment. , has been completed or if - to the satisfaction of Staad - full adequate security for payment has been provided. If full payment or sufficient security is not provided within fourteen (14) calendar days after the request to that effect, Staad is authorized to dissolve the agreement in question without any obligation to pay compensation to the Other Party and without prejudice to its right to compensation for suffered and/or or damage to be suffered.
9. Assembly, installation and/or commissioning
9.1 If Staad delivers goods, Staad will only take care of the assembly, installation and/or commissioning if and insofar as this has been expressly agreed.
9.2 If and insofar as Staad takes care of the assembly, installation and commissioning, the following applies:
a. The other party will provide all cooperation necessary to enable Staad to carry out the assembly, installation and/or commissioning in a timely and proper manner. He shall in any case ensure in a timely manner: good and safe access to the workplace, if necessary also outside the normal working hours of the Other Party; the presence of permits, insofar as required for the performance of the work; an unloading place as well as sufficient storage space, covered and lockable if necessary; the required energy, water, fuels and lubricants and, unless otherwise agreed, the necessary ladders, scaffolding and other auxiliary materials to be designated by Staad.
b. The other party will ensure that all work that Staad must build on during the assembly, installation and/or commissioning and that it has not been agreed that Staad will perform it in a timely and proper manner. The Other Party regularly consults with Staad and provides it with all information necessary for proper coordination of the mutual activities.
c. The other party will provide all cooperation to achieve and maintain safety in the workplace, also taking into account the applicable legal and company regulations. In particular, he is responsible for facilities in connection with fire.
d. The Other Party will ensure that, at the time when Staad is performing work at the Other Party, regarding assembly, installation and/or commissioning, as well as during other occurring (service) work, a person authorized to represent the Other Party is present at all times during the work. If no person authorized to represent the Other Party is present during the aforementioned work, the Staad employee will leave without performing work. In that case, the costs associated with a new appointment are fully for the Other Party.
10. Quality; repair of defects; servicing
10.1 Staad supplies goods and performs work that comply with the quality requirements that have been expressly agreed and with the legal regulations in force in the Netherlands at the time of the last offer by Staad. If Staad becomes acquainted with new relevant legal regulations in the Netherlands after its last offer but before delivery, Staad will notify the Other Party. Any adjustments to the performance to be delivered by Staad will be made in mutual consultation. The delivery period will be adjusted as necessary and the additional costs incurred by Staad as a result of the adjustment will be borne by the Other Party. Insofar as quality requirements have not been expressly agreed with regard to the goods to be delivered or services to be performed, the quality of the goods and services to be delivered shall not fall below the good average quality.
10.2 Insofar as a license is required for the possession and/or use of goods, the Other Party is responsible for obtaining it.
10.3 After delivery of the goods or after the notification by Staad to the Other Party that it has completed the agreed work, the Other Party must carefully check the goods and/or work as soon as possible, but in any case within ten (10) working days after the delivery or notification from Staad. to check for completeness and validity. In the case of shortcomings and/or defects, i.e. each failing to comply with what has been agreed, which the Other Party could have discovered during a careful check in the period referred to in the previous sentence or which it discovered but not within twenty-one (21) calendar days after delivery or notification by Staad in writing, it can no longer appeal against Staad. This also applies in the case of partial deliveries.
10.4 Shortcomings or defects, which are apparent during the inspection referred to in 10.3 and which have been reported to Staad in writing in good time, as well as deficiencies or defects that could not have been discovered during the inspection referred to in 10.3, but within six months after the delivery of the relevant whether the completion of the work in question or after a possible recall from Staad still comes to light and is reported in writing to Staad within ten (10) calendar days of the discovery, Staad will reverse as much as possible by supplementing or – at its option van Staad – repair or replacement. Insofar as not otherwise provided in 10.5 hereinafter, such reversal shall be at the expense of Staad. The right to complain lapses at all times 7 months after the delivery of the relevant good or the completion of the relevant work.
10.5 With regard to the rectification of shortcomings and defects, the following provisions also apply:
a. Staad will make every effort to perform the reversal as soon as possible under the given circumstances. The other party offers all required cooperation for this.
b. Undoing will take place as much as possible at a place to be designated by Staad for that purpose. The transport of the goods to and from that place at the expense and risk of the Other Party.
c. In the event of reversal outside the Netherlands, the travel and accommodation costs of (employees of) Staad, who conduct research and carry out the reversal, will also be borne by the Other Party.
d. Goods or parts that are replaced automatically become the property of Staad. If cooperation from the Other Party is required for this transfer of ownership, the Other Party will provide this cooperation at Staad's first request.
e. If shortages and/or defects occur with regard to goods that Staad has obtained from third parties or with regard to work that Staad has had performed by third parties, then - without prejudice to the provisions of 10.3 - the rectification thereof will only take place free of charge, insofar as the third party bears the costs of undoing.
f. The other party has no right vis-à-vis Staad to rectify shortcomings and defects that are likely to be the result of normal wear and tear; of injudicious or careless use; of use not in accordance with the intended purpose; of not or incorrectly performed maintenance; of installation, assembly, modification or repair by the Other Party or third party; or of not (correctly) following certain directions or instructions from Staad. In addition, the Other Party is not entitled to rectification of defects if this concerns defects with regard to (parts) of goods delivered by Staad that have not been made, processed and/or modified by Staad.
g. The right of the Other Party towards Staad to rectify shortcomings and/or defects lapses if the Other Party carries out the rectification itself without prior permission from Staad or has it carried out by a third party.
h. The occurrence of shortages and/or defects does not constitute grounds for suspension of the Other Party's payment obligation towards Staad. If the Other Party does not fulfill its payment obligation even after a written demand to that effect, this entails forfeiture of its right to repair shortcomings and defects.
10.6 If the Other Party makes a complaint regarding a shortcoming or defect that cannot be rectified or can only be rectified at a cost that is disproportionately high for Staad, Staad is not obliged to rectify the defect or defect. In that case, the price for the delivered goods will be reduced, which reduction will be determined as much as possible on the basis of consultation between Staad and the Other Party and with due observance of the unit prices used when the agreement concerned was concluded, or the agreement concerned may be be terminated in writing, whereby the Other Party is only entitled to dissolve the agreement in question if the uncorrectable shortcoming or defect is so objectionable to it that, even despite a price reduction, it cannot reasonably be expected to maintain the agreement in question.
10.7 The occurrence of shortcomings or defects in respect of which Staad has a duty to rectify, can - apart from the case referred to in 10.6 - only form a ground for dissolution by the Other Party of the agreement concerned if Staad fails to do so even after a written reminder. to rectify the shortcoming or defect within a reasonable term, taking into account all circumstances.
10.8 Repair of defects is excluded for goods delivered that were not new at the time of delivery by Staad, for inspecting and repairing goods of the Other Party and for goods and/or parts for which a manufacturer's warranty has been granted.
10.9 Only purchased goods that are in the original, unopened packaging can be returned within 14 days of purchase. Purchased electrical parts cannot be returned.
10.10 Any claim by the Other Party with regard to compliance with, annulment or dissolution of the agreement will lapse if it has not legally instituted a legal action against Staad within six (6) months after it has incurred a deficit or loss in accordance with the provisions of 10.3 and 10.4. defect in a timely manner.
10.11 The Other Party guarantees that the person who orders the performance of (service) work on behalf of the Other Party is also authorized to do so.
11. Battle of Industrial/Intellectual Property Rights
11.1 Staad is obliged to deliver goods that do not infringe the industrial or intellectual property rights of third parties in the Netherlands. If the Other Party is sued by a third party in connection with a conflict in the Netherlands with an industrial or intellectual property right, it will immediately notify Staad of this and leave Staad to handle and settle the third party's claim. If Staad considers the existence of a conflict in the Netherlands with an industrial or intellectual right to be plausible, then Staad is entitled – at its discretion and in consultation with the Other Party – to remedy the infringement by adjusting or replacing the item concerned or by acquiring a license or to take back the item concerned against reimbursement of the purchase price received for it. The costs of handling and settling the claim of the third party will be borne by Staad, which is otherwise not obliged to pay compensation for any damage.
11.2 When Staad makes use of materials, drawings, models, instructions, etc. from or on behalf of the Other Party in the performance of an agreement with the Other Party and addresses Staad for infringement of an industrial or intellectual property right in connection with the use of materials, drawings, models instructions, etc. from or on behalf of the Other Party, it shall immediately inform the Other Party thereof. Staad will leave the handling and settlement of the third-party claim to the Other Party, which shall bear all costs and damage related to the third-party claim for itself and Staad's account and indemnify Staad in this regard. Staad is authorized either to suspend the execution of the agreement in question pending the outcome of the Other Party's actions vis-à-vis the third party, or to dissolve the agreement in question with immediate effect, without being obliged to pay any compensation.
12. Force Majeure
12.1 Force majeure applies to Staad as circumstances of a factual, legal or other nature, which - whether or not foreseeable - prevent the timely fulfillment of the agreement through no fault of its own or, in the opinion of Staad, make it particularly objectionable. Such circumstances include: strikes; business occupations; production interruptions as a result of machine breakdown, disruptions in the supply of energy and water or fire, etc.; import, export and production bans and other government measures; transportation barriers; pandemics; and failure of suppliers and auxiliary persons.
12.2 If a circumstance of force majeure occurs on the part of Staad, it will inform the Other Party of this with due speed. Unless it is beyond doubt that the force majeure situation will last thirty full working days or longer, Staad has the right to fulfill its obligations whose fulfillment is prevented by force majeure or, in the opinion of Staad, becomes particularly objectionable for Staad and the corresponding obligations have not yet been fulfilled. obligations, without any right to compensation arising. As soon as it is beyond any doubt that the force majeure situation will last longer than thirty full working days, or as soon as the force majeure situation has lasted longer than thirty full working days, each of the parties is entitled to terminate the agreement by means of a written statement to be addressed to the other party. terminate without any right to compensation arising.
13.1 If Staad is liable for whatever reason, the total liability is always limited to the amount paid out in the relevant case by the (liability) insurer under Staad's applicable liability insurance, including the deductible that Staad the relevant case in connection with that liability insurance.
13.2 In the event of rental, Staad's liability can never exceed 15% of the sum of the rental amounts already received by Staad, excluding VAT. Staad rejects any form of project liability in advance.
13.3 In the event – for whatever reason – no payment is made under the provisions of Article 13.1. If the aforementioned liability insurance should take place, Staad's total liability for direct damage is limited to a maximum of 15% of the invoice value of the order. The above limitation of liability will not be invoked if damage is the result of intent or gross negligence on the part of Staad.
13.4 Liability for indirect damage, including but not limited to consequential damage, loss of profit, lost savings, loss of data and damage due to business interruption and idleness, is excluded at all times.
13.5 The possibility to institute any legal action or to institute any dispute by the Other Party with regard to or as a result of the agreement between the parties lapses or lapses one year after the cause has arisen.
13.6 The Other Party will indemnify Staad against all claims from third parties, regardless of the grounds, in connection with the goods, services and/or work performed by Staad to the Other Party. The other party is obliged to compensate all damage suffered by Staad in this regard, including but not limited to the full costs of defence.
13.7 The Other Party indemnifies Staad against all third-party claims for product liability as a result of a shortcoming or defect in a product that has been delivered and/or made available to Staad by the Other Party. The other party is obliged to compensate all damage suffered by Staad in this regard, including but not limited to the full costs of defence.
13.8 If the Other Party sues Staad on the basis of a claim taken over from a third party for compensation for damage, the cause of which Staad is directly or indirectly involved in any way, Staad can also invoke the above provisions against the Other Party.
13.9 If the Other Party sells or resells goods it has purchased from Staad to a third party, any form of liability on the part of Staad towards the Other Party will end and the Other Party will indemnify Staad against claims of the purchasing party and subsequent purchasing parties in connection with the aforementioned goods. .
13.10 The above provisions also apply to persons who are in any way involved in the performance of Staad's existing obligations towards the Other Party.
14. Applicable law; competent court
14.1 The legal relationship(s) between Staad and the Other Party is exclusively governed by Dutch law. The Vienna Sales Convention is expressly excluded.
14.2 Insofar as mandatory statutory provisions do not dictate otherwise and the parties do not yet agree to arbitration, the judge within whose jurisdiction Staad has its principal place of business has exclusive jurisdiction to hear disputes between Staad and the Other Party about or in connection with a legal relationship between them. rise and cannot be resolved amicably. However, Staad remains authorized to sue the Other Party in court – at Staad's choice – before the court in whose jurisdiction the Other Party has an establishment.
14.3 If the parties still agree to arbitration, this arbitration will, unless otherwise agreed, be governed by the then applicable arbitration rules of the Arbitration Council for the Metal Industry and Trade in The Hague.
14.4 The Dutch text of the Terms and Conditions prevails over the text of any translations.