GENERAL TERMS AND CONDITIONS OF SERVICE AND MAINTENANCE
Article 1 General Provisions
1.1
1.2
1.2.1
These general terms and conditions apply to all offers and agreements by which Blaauw
Products supplies goods and provides services to the purchaser in relation to a maintenance
or service agreement for work to be carried out by Blaauw Products concerning equipment as
described in article 2.
Any departures from these general terms and conditions only apply if they have been explicitly
agreed in writing.
Applicability of any purchase or other conditions of the purchaser is explicitly rejected by
Blaauw Products.
Article 2 Definitions
2.1
2.2
2.3
Maintenance is defined as follows:
a) preventive maintenance: inspection, adjusting and cleaning of the equipment considered
necessary
by
Blaauw
Products
in
order
to
prevent
malfunctions,
b) corrective maintenance: remedying malfunctions of the equipment which have occured
upon normal use of the equipment as a result of natural wear and by reason of individual
defects of the equipment, as well as the performance of the repair work required for this and
the replacement of worn or as the case may be damaged parts, all this as defined in more
detail in the maintenance agreement or scope of work.
Malfunction is understood to mean the equipment is not or not without interruption meeting the
specifications laid down in writing by Blaauw Products. There will only be deemed to be an
actual malfunction if it can be shown and reproduced.
Working day is understood to mean: the days of Monday to Friday between 8 a.m. and 5 p.m.,
save generally recognized holidays.
Article 3 Elements and Performance of the Work
3.1
3.2
3.3
3.4
3.5
The Maintenance Agreement involves the performance of maintenance work of the equipment
stated in the agreement, as described in article 2 and in Annex 1 to these terms and
conditions.
The obligations of Blaauw Products under this agreement do not include the performance of
the following activities:
- disposal or processing for environmental purposes of removed materials and used products
- work which is the result of an amendment or extension of government regulations
- work for the sake of partial or full renovation of the equipment
- modifications of the equipment
- moving, reinstallation of equipment or resulting work
- building work required by reason of replacement of parts or for other reasons.
The obligations of Blaauw Products under this agreement, do not include the performance of
work, the carrying out of inspection or the remedy of malfunctions which are the result of:
- climatic and other external conditions which the supplied good is not designed for
- external causes such as failure in the energy supply
- incorrect handling and/or negligence of the purchaser and/or third parties, who did not act in
the name of or by order of Blaauw Products
- parts or non-durable materials installed by third parties the use of which Blaauw Products
has not approved in writing
- incorrect or as the case may be improper operation or use of the equipment.
If the purchaser orders Blaauw Products to carry out work which is caused by factors as stated
in paragraphs 2 and 3 of this article, this will be invoiced separately to the purchaser at the
current rates.
The maintenance will be carried out during workings days. Should the occasion arise, the days
for intervention shall be fixed in mutual agreement between Blaauw and Ceramaterials, that
the work must be carried out outside working days, an additional sum will be charged to the
purchaser in conformity with the rates then applicable.
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3.6
3.7
In the event of malfunctions the required preventive maintenance work will be carried out at
the same time, Blaauw Products will make a quotation and get it first accepted by the
purchaser.
Replacement of parts is carried out if, in the view of Blaauw Products this is required to
remedy or to prevent malfunctions. Blaauw Products will make a quotation and get it first
accepted by the purchaser.
Article 4 Price and Payments
4.1
4.2
Each year the maintenance price will be adjusted on the basis of the index figure of the
Contractual Hourly Wages including special remuneration in the metal and electrical technical
industry published by the Centraal Bureau voor de Statistiek [Dutch Central Agency for
Statistics] in Voorburg. (1990 = 100)
The adjusted price is calculated according to the formula below:
new maintenance price = old price x new wage index figure
old wage index figure
4.3
4.4
4.5
4.6
4.7
4.8
As new wage index figure is applied the index figure of the month which precedes the date of
adjustment of the maintenance price by three months.
As old wage index figure is applied the index figure which precedes the new wage index figure
by a year.
Next to the automatic adjustment referred to in paragraph 1 Blaauw is entitled to raise the
agreed maintenance price each year for reasons of its own. It has to communicate this to the
purchaser by means of a written statement with due observance of a notice of four months
before the starting date of the new maintenance period.
If the purchaser cannot agree to an adjustment of the price communicated by Blaauw
Products as referred to in paragraph 3 of this article, the purchaser is entitled to terminate the
agreement in conformity with the manner stated in article 5.2.
The maintenance price does not include:
- replacement costs of non-durable materials such as all the electric and electronic parts as
well as thermoelements.
- replacement costs of worn or damaged parts
- travel and accommodation expenses concerning equipment not situated in the
Netherlands. The travelcosts will be decided in agreement between Blaauw Products and
the purchaser to get the lowest prices.
The maintenance price shall be paid in advance and has to be received by Blaauw Products
by the last working day of the year which it relates to.
All other invoices are paid in conformity with the terms of payment stated in the invoice. Failing
which the invoice price has to be received by Blaauw Products within thirty days following the
invoice date.
If the purchaser does not pay the amounts due within the time-limit agreed, he will be in
default by law and will owe legal interest on the amount due. If Blaauw Products is forced to
take legal action to collect the amount due, it will also claim extra-judicial collection costs to
the amount of 15% of the capital sum, but at a minimum of € 50.00.
Article 5 Duration of the Agreement
5.1
5.2
The Maintenance Agreement is concluded for the duration as agreed by the parties, failing
which a two-year term applies.
The agreement is always automatically renewed for the duration of the period originally
agreed, unless termination of the agreement by the purchaser or Blaauw Products in writing
by registered letter with due observance of a notice of three months preceding the end of the
period concerned and without prejudice to that stated in article 8.
Article 6 Rights and Obligations of the Purchaser
6.1
The purchaser is entitled vis-à-vis Blaauw Products to have Blaauw Products perform the
agreed maintenance work at its best ability.
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6.2
6.3
6.4
6.5
Blaauw Products will supply materials and tools required for the servicing in consultation with
the purchaser.
Unless after written permission of Blaauw Products the purchaser will not make any change to
the equipment or have this made, will not move the equipment, nor will it have the servicing
carried out by any party other than Blaauw Products.
The purchaser will always immediately inform Blaauw Products of any malfunction or other
fact as a result of which (more) damage may be caused to the equipment.
The purchaser is held to give staff of Blaauw Products or third parties appointed by Blaauw
Products access to the site of the equipment, and to offer all other necessary cooperation.
Article 7 Suspension of Obligations
7.1
7.2
Blaauw Products is entitled to suspend its obligations resulting from this agreement:
- if the purchaser has not paid the maintenance price or did not meet any other (payment)
obligation vis-à-vis Blaauw Products;
- if and to the extent that Blaauw Products is unable to meet its obligations vis-à-vis the
purchaser by reason of a fault (force majeure) not imputable to it, without prejudice to the right
of the purchaser to have a proportionate part of the maintenance price refunded if and once
the force majeure situation has lasted for more than two months.
Such suspension does not relieve the purchaser from his (payment) obligations vis-à-vis
Blaauw.
Article 8 Termination of the Agreement
8.1
8.2
Blaauw Products may terminate the agreement prematurely without any proof of default or
court intervention being required by means of a written notice taking effect immediately, if the
purchaser applies for a moratorium, is declared bankrupt, winds up his business or ceases its
business activities.
In case of premature termination of the agreement, there is no entitlement to refund of (part of)
the maintenance price.
Article 9 Liability And Indemnification
9.1
9.2
9.3
9.4
If by reason of negligence of Blaauw Products damage is caused to parts of the Blaauw
equipment, its liability is restricted to replacing the parts concerned once for free.
The total aggregate liability of Blaauw Products for damage by reason of imputable fault under
this agreement, is limited to compensation of the direct damage to an amount which equals
the maintenance price for one year.
The liability of Blaauw Products for indirect damage such as inter alia consequential damage,
loss of profit, loss by reason of business stagnation, damage to persons or goods is explicitly
excluded.
The purchaser indemnifies Blaauw Products against all claims of third parties by reason of
product liability as a result of malfunction or loss of the good or services which this
(maintenance) agreement concerns.
Article 10 Force Majeure
10.1
Neither party is held to perform any obligation if it is unable to do so by reason of force
majeure. Force majeure is also understood to mean transport congestion, accidents or
incapacity of staff, strikes and non-imputable faults of suppliers of Blaauw Products.
Article 11 Applicable Law and Forum Selection
11.1
11.2
The law of the Netherlands only applies to the this agreement and to all resulting agreements.
Disputes resulting from this agreement exclusively will be resolved under the jurisdiction of the
relevant Courts in Amsterdam, the Netherlands.
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