Terms and Conditions

ARTICLE 1: APPLICABILITY

These terms and conditions apply to all offers and all purchase and sale agreements and/or work execution agreements of Zincoat BV, located in Veenoord, hereinafter referred to as: “Zincoat”.
The client q. the buyer shall hereinafter be referred to as „the other party“.
Any other terms and conditions shall only form part of the agreement concluded between parties if and to the extent that both parties have expressly agreed to such in writing.
The acceptance and retention of a quotation or order confirmation by the other party, to which these terms and conditions refer, without comment, shall be deemed as agreement with the application
The potential non-applicability of (part of) a provision of these general terms and conditions shall not affect the applicability of the remaining provisions.
Any reference by the client to their own purchasing, quotation, or other conditions is hereby expressly rejected by us.

ARTICLE 2: AGREEMENTS

Agreements are first confirmed in writing to Zincoat
Additions or amendments to the general terms and conditions, or on the other hand, amendments or additions to the agreement, shall only become binding after written confirmation by Zincoat.

ARTICLE 3: OFFERS

All offers, quotes, price lists, and delivery times from Zincoat are non-binding, unless:
1. The work to be carried out is laid down in a full description, accompanied by one or more drawings, or not. The latter descriptions or drawings must have been drawn up at the same time as the former documents and attached to them. Then the descriptions or drawings shall be binding on both parties.
2. This is a time limit for acceptance. If a quotation or offer contains a non-binding offer and this offer is accepted by the other party, Zincoat has the right to revoke the offer within 2 working days of receiving the acceptance.
The offer provides insight into the price and the pricing method that will be applied:
1. Assumption: the parties agree on a fixed sum (contract sum) for which the work will be carried out;
2. Indicative price: Zincoat will provide the most accurate estimate possible of the costs of the work;
3. Director: Zincoat accurately lists the price factors (price per weight, delivered weight, or price per item).
If the other party does not accept an offer or quotation, they are obliged, at the first request of Zincoat, to return all descriptions, drawings and/or calculations supplied with the offer or quotation to Zincoat.
Zincoat is entitled to charge the other party for the costs incurred in preparing the offer or quotation, provided that Zincoat has notified the other party in writing of these costs in advance.
The samples and/or models shown and provided are for illustration purposes only. No rights may be derived from these unless the parties have expressly agreed otherwise.
If changes are made to wages, working conditions, social security, and the like between the date of concluding the agreement and its execution by the government and/or trade unions, Zincoat is entitled to pass on the increases to the counterparty.
Should Zincoat issue and bring into effect a new price list between the aforementioned dates, Zincoat is entitled to charge the counterparty the prices stated therein.

Last modified: 02-02-2015

Our prices do not include the costs of special treatments such as: removal of heavy rust, grease, paint, varnish, bitumen, welding slag, moulding sand or metallic coatings; smooth finishing of welds; drilling of de-aeration holes; leaving areas free of zinc; tapping and brushing of threaded ends; phosphating; chromating; applying markings; disassembling into parts; straightening after surface treatment; packaging and bundling.
The zinc surcharge applicable at that time is also not included unless expressly stated otherwise.
All prices include valid VAT.

ARTICLE 4: ENGAGEMENT OF THIRD PARTIES

Zincoat is authorised to engage third parties for the execution of what has been agreed.

ARTICLE 5: DELIVERY AND DELIVERY TERMS

Delivery is not carriage paid unless the parties expressly agree otherwise in writing.
Stipulated deadlines within which goods must be delivered or work must be performed shall never be considered as final deadlines, unless the parties have expressly agreed otherwise in writing. In the event of late delivery or completion of work, Zincoat must therefore be formally notified in writing.
When delivered in instalments, each phase is treated as a separate transaction
The risk concerning the delivered goods passes to the other party at the moment of
If it proves impossible to deliver the items to the other party or to carry out the work to be performed, due to a cause attributable to the other party, Zincoat reserves the right to store the ordered items and/or the materials purchased for the performance of the work at the expense and risk of the other party. Zincoat will notify the other party in writing of the storage carried out and/or the impediment to the performance of the work to be carried out, and will also set a reasonable period within which the other party must enable Zincoat to resume the work and/or deliver the items.
If the other party remains in default of fulfilling its obligations after the reasonable period set by Zincoat, as determined in the previous paragraph of this article, has expired, the other party shall be in default due to the mere expiry of one (1) month, calculated from the date of storage or hindrance in the performance of the work to be carried out. Zincoat shall then have the right to dissolve the agreement, in whole or in part, in writing and with immediate effect, without prior or further notice of default, without judicial intervention, and without being held liable for damages, costs, and interest.
The foregoing shall not affect the obligation of the other party to pay the agreed price for the work, as well as any storage costs and/or other costs.
Zincoat is authorised to demand advance payment or security from the other party with regard to the fulfilment of financial obligations before proceeding with delivery and/or commencing work.
The execution shall be carried out in accordance with the Dutch standard that was in effect at the time of our offer, issued by the Dutch Standards Institute in Delft, unless otherwise agreed in writing. If the client wishes to apply other regulations, and has not communicated this to us in writing prior to our offer, we reserve the right to adjust our agreement accordingly.
Our offers assume that:
1. The goods delivered within four weeks of order.
2. The goods in their entirety and without special processing or tools can be processed
3. In hollow profiles and objects, inlet and outlet openings of sufficient size are provided for proper sinking. If desired, please contact us regarding the position and size of the inlet and outlet openings.
Galvanising does not result in a surface that is ready for further coatings without further ado. If galvanised work is to be provided with further coatings by the client and/or third parties after galvanising, the client must inform us of this in writing before our quotation. If the client has not communicated this in writing before our agreement, we have the right to adjust our agreement in this regard. In addition, in such a situation, the quality standard applicable to galvanised work to which no further coatings are applied shall apply. The services can be considered final and concluded if the goods have been delivered to the client directly, at a location indicated by the client and/or have been collected by the client from the Zincoat location or its partner with regard to the services for the benefit of the client. If the goods are not collected, despite this having been agreed, the order shall be terminated five days after the date of notification by Zincoat that the goods can be collected. This is all after the execution of the order by Zincoat and/or after termination of the order by Zincoat.

ARTICLE 6: DELIVERY PROGRESS

The delivery period specified by Zincoat shall never be considered a fatal term. A mere exceeding of the delivery period does not place us in default; this is only the case if, after the expiry of the delivery period specified by us, we also fail to perform the agreement for a reason attributable to us within a reasonable period.
Zincoat cannot be obliged to commence the execution of the works or the delivery before it is in possession of all the necessary data for this purpose, or the items to be processed have been made available to it, and it has received any agreed periodic payment.
When deliveries or work cannot proceed normally or without interruption due to causes beyond Zincoat's control, and/or if the other party fails to fulfil their obligations mentioned in the following article, Zincoat is entitled to charge the resulting costs to the other party. Furthermore, the agreed delivery period will be extended by the period of the delay.
If, during the execution of the assignment undertaken by Zincoat, it transpires that the assignment is impossible to carry out, either as a result of circumstances unknown to Zincoat, or due to any force majeure, Zincoat shall have the right to demand that the assignment given to Zincoat be amended in such a way that the execution of the work becomes possible, unless it will never be possible as a result of the unknown circumstances or force majeure. Zincoat shall then be entitled to full reimbursement of the work already performed or costs incurred by Zincoat.
If it has been agreed that the agreement will be performed in phases, Zincoat may suspend the performance of those parts that belong to a subsequent phase until the other party has approved the results of the preceding phase in writing.
The risk of the items under Zincoat's management remains with the counterparty. The counterparty is obliged to adequately insure and keep insured the item for the period it is under Zincoat's management.
All costs incurred by Zincoat at the request of the other party shall be borne entirely by the latter, unless otherwise agreed in writing.
Tools or implements manufactured by Zincoat remain the property of Zincoat, even if charges have been made for them.

ARTICLE 7: OBLIGATIONS OF THE OTHER PARTY

The other party must ensure that:
1. The items to be available to Zincoat at the agreed time;
2. ensure that the data required for the execution of the works are available in good time;
3. The condition of the base material for surface treatment is sufficient to achieve good adhesion. If the base materials are not supplied in conformity, the other party is responsible for their rectification unless expressly agreed otherwise. (See Article 3, point H.)
The other party is obliged to adequately insure and keep insured the goods that are under Zincoat's management for processing.
1. If the other party fails to meet the aforementioned obligations or fails to do so on time, and the work to be carried out is thereby delayed, Zincoat shall be entitled to charge the associated costs and/or damages to the other party. Furthermore, the agreed delivery periods shall be extended by the period of delay.

ARTICLE 8: TRANSPORT

Dispatch of ordered, processed goods shall be made in a manner to be determined by Zincoat, but at the expense and risk of the other party, unless the parties have expressly agreed otherwise in writing.
Zincoat is not liable for damages, of whatever nature and form, related to the transport, whether incurred by the goods or not.
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The other party shall ensure good accessibility of the destination/unloading point and shall be responsible for the unloading.
Unaccepted orders and deliveries will be stored by Zincoat, at the expense and risk of the other party, in accordance with the provisions of Article 5.

ARTICLE 9: PACKAGING

If the condition of the packaging allows, the processed goods will be returned in the packaging in which the goods were delivered to Zincoat.
If new packaging needs to be supplied, Zincoat is entitled to charge this to the other party. The packaging will be adapted as well as possible to the requirements of the applied surface treatment and transport.
Should Zincoat deem it necessary, packaging will be charged to the other party at cost price and will not be returned.

ARTICLE 10: CLAIMS AND RETURNS

The other party is obliged to inspect the (processed) goods immediately after receipt and upon completion of the work. If the other party discovers visible errors, imperfections and/or defects, the other party shall notify Zincoat within 24 hours, followed by immediate written confirmation thereof to Zincoat.
Any other complaints must be reported to Zincoat by registered letter within 8 days of receipt of the goods or performance of the work.
If the aforementioned advertisement has not been notified to Zincoat within the specified periods, the goods shall be deemed to have been received in good condition or the work to be performed shall be deemed to have been carried out properly.
Claims do not suspend the counterparty's payment obligation
The company must be able to handle the complaint.
If a return shipment is deemed necessary for the investigation of the complaint, it shall be at the expense and risk of Zincoat only if Zincoat has given its explicit written consent in advance.
In all cases, returns shall take place at a return location determined by Zincoat. Returns are at the expense and risk of the other party, unless Zincoat declares the complaint to be well-founded.
If the goods have been altered in nature and/or composition after delivery, have been processed or worked upon in whole or in part, or have been damaged or misused, any right to complain shall be forfeited.
In the event of justified claims, the damage will be settled in accordance with the provisions of article
Zincoat cannot be held liable for the quantities, upon delivery of bulk

ARTICLE 11: LIABILITY AND WARRANTY

Zincoat performs its duties as may be expected of a company in its sector, but accepts no liability whatsoever for damage, including consequential damage, resulting from its actions or omissions in the broadest sense of the word, except to the extent that such damage is due to its gross fault, gross negligence and/or intent, or if mandatory provisions of law dictate otherwise. The same limitation applies with respect to employees or other third parties engaged by Zincoat in the execution of its activities.
Notwithstanding the provisions of the other paragraphs of this article, Zincoat's liability – for whatever reason – shall be limited to the amount of the net price of the delivered goods or the executed work, with a maximum of € 000.00. Compliance with this provision shall be considered as sole and full compensation.
Without prejudice to the provisions of the previous paragraph of this article, Zincoat shall never be liable for compensation exceeding the insured amount, insofar as the damage is covered by an insurance policy taken out by Zincoat.
Zincoat shall ensure the usual normal quality and soundness of the delivered goods; the actual lifespan thereof can never be guaranteed.
Zincoat accepts no liability for damage caused in the work supplied by it, if defects were already present before Zincoat commenced its work and the work was nevertheless started at the request of the other party.
Zincoat shall not be liable for consequential loss and indirect loss. Consequential loss and indirect loss shall in any event include: lost profits, penalty clauses, missed savings, and loss due to business stagnation.
If Zincoat includes materials to be supplied in its offer, Zincoat will base itself with regard to these materials on the data provided by the manufacturer or the supplier of the materials to Zincoat, concerning the behaviour and properties of these materials. Zincoat shall not be liable for any damage arising in this respect on the basis of the foregoing.
In all cases, the period within which Zincoat can be held liable for compensation for ascertained damage is limited to 6 months, calculated from the moment on which the entitlement to compensation for damage has been established.
Zincoat is not liable for minor imperfections, nuances, and differences in colour or gloss that are considered normal according to technical standards.
Zincoat will further inform the counterparty about the applicable warranty on the delivered items
If items supplied by Zincoat and used by the manufacturer in the course of the work are covered by a warranty, that warranty shall apply equally between the parties.
No warranty is granted if the goods processed by Zincoat have undergone improper processing, assembly or installation.
The other party forfeits its rights to Zincoat and is liable for all damages and indemnifies Zincoat against any third-party claims for damages if and to the extent that:
1. Damage has occurred due to incompetent use and/or use contrary to instructions and/or advice from Zincoat and/or incompetent preservation (storage) of the delivered or processed goods by the other party;
2. Damage has been caused by instructions from or on behalf of the other party to Zincoat;
3. Damage has been caused because the other party, or a third party instructed by the other party, has carried out maintenance or attempted to do so on the goods, without prior written consent from Zincoat.;
4. Damage has arisen due to errors or inaccuracies in data, materials, or carriers of information which have been supplied and/or prescribed to Zincoat by or on behalf of the other party.

Article 12: Differences in quantity

Any work that is instructed by or on behalf of the other party, third parties, inspection bodies, or due to changes in legal articles or any other cause, which falls outside of Zincoat's offer, will be considered as additional work.
The additional work will, as soon as possible after instruction by or on behalf of the other party, be confirmed by Zincoat, after which the client shall sign for approval. Failure to sign for approval of the instruction or failure to provide details of the additional work shall not prejudice Zincoat's claims in this respect.
1. Any reduction in work carried out by, or on behalf of, the other party, inspection bodies, or as a result of changes to statutory provisions shall be considered a reduction in work. The price.

ARTICLE 13: PAYMENT

Payment is due within 30 days of the invoice date, net, even if delivery cannot be made in accordance with Article 5, unless the parties have expressly agreed otherwise in writing.
Zincoat is entitled to advance payment
If an invoice is not paid in full after the expiry of the period referred to in Clause A:
1. Shall the other party owe Zincoat default interest at a rate of 2% per month, calculated on a cumulative basis; fractions of a month shall be treated as full months for the purposes of this provision;
2. Will the counterparty, after being urged to do so by Zincoat, owe a minimum amount for extrajudicial costs in accordance with the Statutory Costs of Debt Collection Act and the default interest
In the event of circumstances referred to in the preceding or corresponding circumstances, Zincoat may choose to terminate the agreement in whole or in part, with or without a claim for damages, without further notice of default or judicial intervention.
If the other party fails to meet their payment obligations in a timely manner, Zincoat is entitled to suspend the performance of its obligations to the other party for delivery or the carrying out of work until payment has been made or adequate security for payment has been provided. The same applies even before the moment of default, if Zincoat has reasonable grounds to doubt the creditworthiness of the other party.
Payments made by the other party shall always be applied to settle all accrued interest and costs, and then to settle the most overdue invoice, unless the other party expressly states in writing at the time of payment that the settlement relates to a later invoice.
If the counterparty has or obtains one or more claims against Zincoat, for whatever reason, the counterparty waives the right to set-off in respect of this claim(s). Said waiver of the right to set-off shall also apply if the counterparty applies for (provisional) suspension of payment or is declared bankrupt.

ARTICLE 14: INTELLECTUAL PROPERTY RIGHTS

Zincoat is entitled to industrial and intellectual property rights in respect of the content and form of reports, drawings, designs, descriptions and/or advice, and the like.
The other party warrants that the goods supplied by it do not infringe any rights. The other party indemnifies Zincoat against any claims by third parties.
Only after payment of the amount owed to Zincoat as a result of a concluded agreement, does the other party acquire a right of use in this regard.
The other party is not permitted to use the work carried out or processed items supplied by Zincoat for promotional purposes if the neutrality or good name of Zincoat is thereby undermined.
The other party shall not use the processed item for any purposes other than that for which the item is intended. The other party shall be liable to Zincoat for any damage related thereto.

Article 15: (Extended) Retention of Title

All goods supplied and to be supplied shall remain the exclusive property of Zincoat until all claims that Zincoat has or will acquire against the other party, including in any case the claims referred to in Civil Code 3:92, paragraph 2, have been paid in full. As long as ownership of the goods has not transferred to the other party, the other party may not pledge the goods or grant any other rights to third parties, except within the normal course of their business. The other party is obliged, at the first request of Zincoat, to cooperate in establishing a pledge on the claims that the other party acquires or will acquire from its customers by reselling the goods. The other party is obliged to store the goods delivered under retention of title with due care and as recognisable property of Zincoat. Zincoat is entitled to take back goods that have been delivered under retention of title and are still present at the other party's premises if the other party fails to meet its payment obligations or is experiencing or is about to experience payment difficulties. The other party shall at all times grant Zincoat free access to its sites and/or buildings for the inspection of the goods and/or for the exercise of Zincoat's rights. The aforementioned provisions shall not prejudice any other rights accruing to Zincoat.

SECTION 16: BANKRUPTCY, LACK OF DISPOSITIONAL POWER etc.

Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the counterparty and Zincoat shall be dissolved without judicial intervention and without any notice of default being required, at the time when the counterparty is declared bankrupt, applies for (provisional) moratorium of payments, is subject to executory seizure, is placed under guardianship or administration, or on the other hand loses the power of disposal or legal capacity with regard to its assets or parts thereof, unless the curator or administrator acknowledges the obligations arising from the agreement as a bankruptcy debt.

ARTICLE 17: FORCE MAJEURE

In the event that Zincoat's performance of its obligations under the agreement concluded with the counterparty becomes impossible and this is due to non-attributable non-performance on the part of Zincoat, or on the part of third parties or suppliers engaged by Zincoat for the performance of the agreement, or in the event of another serious reason arising on the part of Zincoat, Zincoat shall be entitled to dissolve the agreement concluded between the parties, or to suspend the performance of its obligations towards the counterparty for a reasonable period to be determined by it, without being liable for any compensation. If the aforementioned situation occurs when the agreement has been partially performed, the counterparty shall be obliged to fulfil its obligations towards Zincoat up to that point.
Circumstances in which there will be non-attributable non-performance shall include, but not be limited to: war, revolt, mobilisation, domestic and foreign unrest, governmental measures, strikes and lock-outs by workmen or the threat thereof and similar circumstances; disruption of the currency relations existing at the time of entering into the agreement; business disturbances caused by fire, accident or other incidents and natural phenomena, regardless of whether the non-performance or late performance occurs at Zincoat, its suppliers or third parties engaged by it for the performance of the obligation. This also includes unforeseen damage and downtime relating to important elements within Zincoat's production facilities.
In the event that the other party fails to meet its obligations towards Zincoat in any way, upon suspension of payment, application for (provisional) suspension of payments, bankruptcy, execution attachment, surrender of estate, or liquidation of the other party's company, all that is owed by it to Zincoat by virtue of any contract shall immediately and fully

Article 18: Cancellation and Dissolution

The other party waives all rights to dissolve the agreement pursuant to Article 6:265 of the Dutch Civil Code or other statutory provisions, unless cancellation based on this article has been agreed.
Cancellation by the other party is only possible if Zincoat agrees to this. In that case, the other party shall be obliged to pay Zincoat, in addition to compensation of at least 30% of the purchase price or agreed price, to take delivery of goods already ordered, in which case they shall be unprocessed or unmanufactured, against payment of the cost price. The other party shall be liable to third parties for the consequences of the cancellation and shall indemnify Zincoat in this regard.
In the event of cancellation of the contract, the other party shall, in addition to the compensation referred to in paragraph B, be obliged to compensate Zincoat for any damages incurred. This damage includes losses suffered by Zincoat, loss of profit, costs already incurred by Zincoat in preparation, and any factory downtime experienced by Zincoat.
door de wederpartij reeds betaalde bedragen worden niet

Article 19: Privacy

Zincoat maintains an adequate privacy policy. The privacy policy is explained in the privacy statement which is available on Zincoat's website., www.zinq.com
Zincoat processes the client's, its employees', and third parties engaged by the client's privacy data. This may include, but is not limited to, the following data: names, addresses, dates of birth, telephone numbers, email addresses, Chamber of Commerce numbers, and VAT numbers. The other party consents to the processing of this data. Furthermore, the other party warrants and indemnifies Zincoat for the fact that the employees and third parties have given consent for the processing of personal data. Zincoat shall use the personal data solely for the execution of the assigned task or for matters related thereto.
Zincoat zal volledig voldoen aan de bepalingen die voortvloeien uit de AVG en andere wettelijke bepalingen met betrekking tot privacy.
Zincoat will adequately process personal data. If a data breach occurs at any point, Zincoat will inform the data subjects and the authority of this.
Interested parties may request Zincoat to view which data of theirs is being processed. If desired, an interested party may request Zincoat to delete the data. Should the deletion of data result in Zincoat being unable to perform its duties, this shall be at the expense and risk of the counterparty.
Zincoat will not store personal data for longer than is strictly necessary.

ARTICLE 20: APPLICABLE LAW/COMPETENT COURT

The agreement concluded between Zincoat and the other party is exclusively governed by Dutch law. Disputes arising from this agreement shall also be settled in accordance with Dutch law.
Any disputes shall be settled by the competent Dutch court, provided that Zincoat has the right to initiate proceedings before the competent court in the place where Zincoat is established, unless the Subdistrict Court is competent in the matter.
With regard to disputes arising from the agreement with a counterparty established outside the Netherlands, Zincoat is entitled to act in accordance with the provisions of clause B of this article or – at its discretion – to bring the disputes before the competent court in the country or state where the counterparty is established.

ARTICLE 21: THESE TERMS

These terms and conditions have been registered with the Chamber of Commerce under number 24278749.