Terms & Conditions

FRONT General Terms and Conditions

Deposited at the Registry of the District Court in Amsterdam, no. 145/20032 – Hibin General Terms

If and to the extent that specific conditions for certain types of materials or the processing of materials are included in annexes to these General Terms, the provisions of those specific conditions shall prevail insofar as they deviate from the General Terms. Otherwise, the General Terms shall apply.

Article 1. Definitions

In these general terms, the following terms are defined as:

• Entrepreneur: A natural or legal person, a member of HIBIN, who commercially makes offers and supplies materials.
• Buyer: The party, not being a consumer, to whom the entrepreneur makes offers/the party with whom the entrepreneur enters into an agreement for the delivery of materials and/or products to be processed.
• Materials: Construction and finishing materials and/or products to be processed.
• Offer: The supply of materials offered by the entrepreneur.
• Order: The order from the buyer for the delivery of materials by the entrepreneur.
• Agreement: The agreement that is concluded after the acceptance of the offer.
• Parties: The entrepreneur and the buyer collectively.

 

Article 2. Application

1. These general terms apply to all (price) offers made to buyers and agreements between the entrepreneur and the buyer.
2. The parties are bound by any customs and practices within the trade sector of the entrepreneur, unless expressly deviated from by agreement and/or otherwise stipulated in these terms.

 

Article 3. Offer

1. All offers made by the entrepreneur are non-binding. The entrepreneur can revoke their offers at any time, even if a fixed acceptance period is mentioned in the offer, unless the entrepreneur has explicitly stated that the offer is irrevocable along with a fixed acceptance period. If a fixed acceptance period is not mentioned in the case of a written offer from the entrepreneur, the entrepreneur may consider the offer as expired if the buyer has not responded within 2 weeks after the date of the offer, without the entrepreneur being required to make further notification.
2. If an order is placed without a price request, the order will be executed by the entrepreneur at a market-appropriate price, irrespective of any prior offer made by the entrepreneur.
3. The entrepreneur cannot be bound by actions and/or verbal agreements made by persons who do not have the authority to represent them, unless these agreements are subsequently confirmed in writing by persons duly authorized to do so on behalf of the entrepreneur to the party to whom the offer is addressed.
4. Displayed or provided samples are only intended to indicate the material and do not necessarily have to conform to the actual product.

 

Article 4. Agreements

1. Agreements are concluded when the buyer returns the signed offer to the entrepreneur before the offer expires, unless the entrepreneur explicitly deviates from this in the offer. If the buyer unilaterally modifies the offer from the entrepreneur, this modification only becomes part of the agreement upon written acceptance by the entrepreneur.
2. Notwithstanding the provisions of paragraph 1, an agreement is also concluded if the entrepreneur confirms the order in writing to the buyer after the buyer’s request. The content of the order confirmation from the entrepreneur determines the content of the agreement.
3. Changes to the agreement must be made in writing, with the written confirmation from the entrepreneur determining the content and scope of the changes, as well as the consequences for the price.

 

Article 5. Prices

1. All prices are either ex-warehouse or delivered free to site, as per the price list or offer provided to the buyer by the entrepreneur.
2. Prices are valid per quantity, per meter, per pallet, or other unit and are exclusive of value-added tax, unless otherwise stated.
3. If, after the date of the offer, even if the entrepreneur has made a binding offer, one or more of the cost factors change before delivery, the entrepreneur is entitled to adjust the agreed price accordingly.

 

Article 6. Delivery Times, Delivery, and Risk

1. The delivery times agreed between the entrepreneur and the buyer will be stated by the entrepreneur as accurately as possible. These delivery times are indicative and not a fixed deadline. The entrepreneur will make efforts to perform within the indicated time.
2. The buyer has no right to claim compensation in any form in case of exceeding the indicated delivery time, unless expressly agreed otherwise or if the delay is the direct and immediate result of gross negligence or intent by the entrepreneur.
3. The buyer cannot cancel or terminate the agreement due to a delay in delivery or refuse to accept and/or pay for the goods.
4. Delivery will be ex-warehouse or delivered free to site, as per the price list or offer provided to the buyer by the entrepreneur and as agreed upon.
5. Upon ex-warehouse delivery, the materials are deemed delivered by the entrepreneur and accepted by the buyer once they are loaded onto the transport vehicles.
6. Upon delivery free to site, the materials are deemed delivered by the entrepreneur and accepted by the buyer once they have been brought to the site.
7. The buyer is liable for the purchase price, the entrepreneur’s costs, and any damages suffered by the entrepreneur if the buyer fails to perform the action required to facilitate delivery.
8. In the case of delivery free to site, the entrepreneur will enter into the necessary agreements for transportation to the agreed or designated location, using transport vehicles that, in the reasonable judgment of the entrepreneur, are suitable, and under the usual conditions for such transportation.
9. If delivery is not free to site, the entrepreneur is not liable for the choice of carrier, the choice of transport vehicle, nor for the terms and risks applicable to the transportation.
10. In the case of delivery free to site, the entrepreneur is not obliged to transport the materials beyond the point where the vehicle can access a reasonably drivable/ navigable and safely prepared site, as judged by the entrepreneur or their agents. The buyer is obliged to accept the materials at this point.
11. The entrepreneur is entitled to fulfill the owed performance(s) in installments.
12. If no specific time for acceptance is specified in the agreement, the buyer shall accept the goods within 3 months after the agreement has been concluded. This is a strict deadline.

 

Article 7. Payment

1. Payment of the purchase price, including VAT, shall be made within a due date set by the entrepreneur. Payment must be made effectively in the agreed currency and without set-off, discount, and/or suspension.
2. If the agreement also includes the transportation of materials, the entrepreneur may send the materials with the condition that these, or the related documents, will only be handed over to the buyer upon payment of the price, even if this is not specified in the order confirmation.
3. If the entrepreneur, or a third party on behalf of the entrepreneur, engages third parties for (judicial) collection, all associated costs shall be borne by the buyer, with a minimum of 15% of the claimed amount and additionally a minimum of €500.00 plus VAT.
4. If the buyer fails to pay on time, all payment obligations of the buyer, regardless of whether the entrepreneur has already invoiced for the amounts, shall immediately become due and payable, and from the due date, the amount shall bear interest at the statutory rate.
5. Payments made by or on behalf of the buyer shall be applied successively to settle the buyer’s outstanding extrajudicial collection costs, legal costs, amounts owed by the buyer, interest owed by the buyer, and thereafter, in order of age, the outstanding principal amounts, regardless of any contrary instructions from the buyer.

 

Article 8. Retention of Title

1. The entrepreneur retains ownership of all materials supplied to the buyer until the (purchase) price, including extrajudicial costs, interest, and penalties, has been fully paid. This retention of title also applies if the entrepreneur acquires claims against the buyer due to the buyer’s failure to fulfil one or more of their obligations towards the entrepreneur. The buyer is not allowed to pledge the delivered materials or grant any rights to third parties over them as long as ownership has not passed to the buyer.
2. Notwithstanding this retention of title, the buyer is permitted to process or dispose of the materials supplied under retention of title in the normal course of their business.
3. If the buyer defaults on the obligations referred to in paragraph 1, the entrepreneur is entitled to reclaim the materials that belong to them, at the buyer’s expense, from the location where they are situated. The buyer shall cooperate with this. The buyer grants the entrepreneur an irrevocable authorisation to enter the premises used by or for the buyer in order to retrieve the materials.

 

Article 9. Inspection and Complaints

 

1. The buyer is obligated to inspect the materials upon arrival at the place of delivery for any transport damage, quantity, and quality before processing. Any transport damage and deviations from the agreed quantity and/or quality must be noted on the delivery note, etc., under penalty of forfeiting the right to claim such damage. The buyer must also notify the entrepreneur in writing within 24 hours of delivery.
2. In the case of minor deviations in size, weight, and/or colour or surface structure, the buyer does not have the right to reject the materials. In addition to the provisions in Article 3, paragraph 4, the quality and characteristics of the delivered materials shall be governed by the relevant provisions of the suppliers thereof to the entrepreneur.
3. The buyer is deemed to be familiar with the assembly instructions associated with the delivery by the entrepreneur, as they are on the date the agreement is concluded. The buyer shall act in accordance with these instructions.
4. The buyer’s right to claim that the materials do not conform to the agreement expires in the case of deficiencies that were not visible at the time of delivery, unless the buyer notifies the entrepreneur in writing within 8 days after the deficiency could reasonably have been discovered, specifying the nature of the deficiency and the number of products affected.
5. The buyer’s rights mentioned in paragraph 4 will in any case expire after the materials have been processed or incorporated into the processing process, unless the deficiencies are covered by the warranty issued by the entrepreneur for the products.
6. The buyer must hold the entrepreneur liable in writing within 8 days from the time the defect covered by the entrepreneur’s warranty was discovered or could reasonably have been discovered by a diligent buyer, failing which the warranty claim will expire.

 

Article 10. Returns

1. Returns will only be accepted if agreed upon.

 

Article 11. Security

1. If there is a reasonable suspicion that the buyer will not meet their obligations promptly, the buyer is obliged, at the entrepreneur’s first request, to provide sufficient security in the form and manner required by the entrepreneur and to supplement it if necessary to guarantee the fulfilment of all their obligations. Until the buyer has complied, the entrepreneur is entitled to suspend their performance.
2. If the buyer does not comply with a request as referred to in paragraph 1 within 14 days after a written reminder, all of their obligations become immediately due and payable.
3. If the entrepreneur has already dispatched the materials before circumstances arise indicating, reasonably, that the buyer will not fulfill their obligations, the entrepreneur can refuse to deliver the materials to the buyer, even if the buyer already possesses a document entitling them to unconditional delivery. The entrepreneur must notify the buyer of this suspension and will proceed with performance once the buyer provides sufficient security.

 

Article 12. Liability

1. The entrepreneur’s liability, as outlined in these terms, and any other liability arising from other facts or circumstances, shall never exceed the invoice value or the re-delivery of similar materials, at the entrepreneur’s choice and provided the entrepreneur can deliver similar goods.
2. The entrepreneur is never liable for consequential damage and (indirect) business damage, delay damage, construction delays, loss of orders, loss of profits, processing costs, and similar.
3. In the case of products supplied by the entrepreneur that have been purchased from third parties, the entrepreneur will only provide a warranty on these products if and to the extent that the entrepreneur receives a warranty from their suppliers. In this case, the warranty will be equivalent to the warranty the entrepreneur receives from their suppliers.
4. If the entrepreneur is held liable by third parties for damage, the buyer indemnifies the entrepreneur against such claims, unless the damage is due to intent or gross negligence on the part of the entrepreneur.
5. The entrepreneur is not obligated to process a warranty claim if the buyer has not met their payment obligations towards the entrepreneur.
6. If the buyer can claim warranty from the entrepreneur, the extent and manner of repair and/or replacement shall be determined by the entrepreneur.

 

Article 13. Termination of Agreement

1. The entrepreneur may unilaterally terminate the agreement with the buyer:
   1. If the buyer’s failure to fulfil any of their obligations constitutes a material breach, including but not limited to failure to timely pay the price or failure to timely accept the materials;
   2. In the event the buyer is declared bankrupt, granted a suspension of payments, or requests debt restructuring under the Dutch debt restructuring law;
   3. If a credit insurance request is not honoured or insufficiently honoured by the relevant company;
   4. If the buyer fails to comply with a request from the entrepreneur to provide security as per Article 11.
2. If a failure in fulfilling obligations regarding one of the entrepreneur’s deliveries to the buyer gives the entrepreneur reasonable grounds to conclude that a material breach will occur with future deliveries, the entrepreneur may terminate the agreement for the future, provided this is done within a reasonable period.
3. The entrepreneur may grant the buyer written permission to cancel the agreement by paying the entrepreneur a reasonable compensation for the loss and lost profit suffered by the entrepreneur.
4. If the entrepreneur terminates the agreement in accordance with this article, all amounts the entrepreneur is entitled to from the buyer, for whatever reason, will immediately be due and payable.

 

Article 14. Force Majeure

1. In the event of force majeure, the entrepreneur is entitled to cancel the agreement or suspend their delivery obligation for as long as the force majeure continues.
2. For the purposes of this agreement, force majeure is defined as per Dutch law. In addition, force majeure for the entrepreneur includes strikes in the broadest sense, disruptions in supply, breakage of machinery and/or tools, unavailability of transport, government measures, and circumstances where the entrepreneur’s suppliers fail to deliver, including situations where delays occur in the normal production process and/or the delivery from suppliers from whom the entrepreneur obtains materials.

 

Article 15. Governing Law and Competent Court

1. All agreements entered into by the entrepreneur are governed by Dutch law, with these general terms serving as supplementary terms, unless mandatory provisions of law oppose such deviations.
2. Any disputes between the entrepreneur and the buyer will be adjudicated by the competent court at the location of the entrepreneur’s establishment.
3. Notwithstanding the provisions of the previous paragraph, but only if the dispute has not yet been brought before the competent court, the entrepreneur has the right to resolve the dispute through arbitration, excluding the competent court, in accordance with the regulations of the Arbitration Institute for Construction Materials (A.I.B.s.) as they are at the time the dispute is submitted for arbitration.